A perfectly cheesy and creamy baked macaroni and cheese that doesn’t use processed cheese. Amazing flavor, sure to be a favorite of yours!

Why This Baked Macaroni and Cheese Recipe is Your New Favorite
Baked macaroni and cheese holds a special place in the hearts of many, a nostalgic dish often served at family gatherings and holiday feasts. For countless individuals, the journey into the world of mac and cheese often begins with the convenience of a box, delivering a quick, albeit sometimes artificial, cheesy fix. I, for one, have fond memories of my childhood favorite: macaroni and cheese with hotdogs – a combination that my wife initially found peculiar, but eventually understood the comfort in.
However, the real magic always happened when homemade baked macaroni and cheese made an appearance during special occasions. It was a true treat, often eliciting exclamations of “wow, the real deal!” Yet, even these homemade versions, while delicious, sometimes fell short, tending to be drier and less gloriously gooey than the instant, processed alternatives. This observation sparked a mission: to create a baked macaroni and cheese that captures that irresistible gooey texture and rich cheesiness, all without relying on processed American cheese. My wife, Leigh, was particularly firm on this point, and truthfully, I harbored some doubts about achieving such perfection.

Our goal was to develop a recipe using simple, readily available ingredients. We wanted to steer clear of exotic cheeses or overly complicated toppings, focusing instead on the pure, unadulterated essence of classic macaroni and cheese. While there’s always room for culinary creativity and gourmet additions, our initial desire was to perfect a super creamy and incredibly flavorful base recipe that anyone would be eager to make, time and time again.
And we succeeded! This baked macaroni and cheese is everything we dreamed of: wonderfully gooey, intensely cheesy, and, most importantly, incredibly moist. It stands as the finest homemade baked mac and cheese I’ve ever tasted, completely surpassing any boxed version. If you, like us, have been hesitant to attempt a truly creamy and cheesy homemade baked macaroni and cheese due to past disappointing experiences, rest assured. This recipe is meticulously crafted, promises consistent results, and will undoubtedly become a treasured staple in your kitchen.
This versatile dish serves beautifully as a comforting side to any meal, or it can effortlessly take center stage as the main course. It’s a perfect companion to backyard barbecues, pairing exceptionally well with smoky favorites like our smoked pork butt, savory smoked meatloaf, or our dynamite BBQ chicken thighs. Prepare to elevate your comfort food game with this outstanding recipe!
Essential Ingredients for the Ultimate Baked Macaroni and Cheese

One of the beauties of this recipe is its commitment to simple, high-quality ingredients that are likely already in your pantry or easily found at any grocery store. To achieve that unparalleled creamy, cheesy goodness, you will need the following:
- Elbow Macaroni (Pasta): The classic choice for macaroni and cheese due to its ability to hold the sauce wonderfully. Feel free to experiment with other pasta shapes like shells or cavatappi for a fun twist, ensuring they are cooked al dente for the best texture.
- Unsalted Butter and All-Purpose Flour: These two humble ingredients form the foundation of our rich cheese sauce. Together, they create a roux, a vital thickening agent that provides the luscious body and smooth consistency we crave in a perfect mac and cheese. Using unsalted butter allows you to control the overall saltiness of the dish.
- Whole Milk, Half and Half, Mild Cheddar Cheese, and Sharp Cheddar Cheese: This combination is the heart of our incredibly flavorful and gooey cheese sauce. The whole milk and half and half contribute to a truly decadent creaminess, far superior to lighter milk alternatives. The blend of mild and sharp cheddar offers a balanced yet complex cheese flavor that is both comforting and sophisticated. A crucial tip: always grate your own cheese from a block. Pre-shredded cheeses are often coated with cellulose, an anti-caking agent, which can prevent them from melting smoothly and result in a grainy sauce rather than the silky texture you desire. This simple step makes a monumental difference!
- Salt and Freshly Ground Black Pepper: These essential seasonings are added to taste, enhancing the natural flavors of the cheese and pasta. Adjust according to your preference to bring out the best in the dish.
To ensure a smooth and stress-free cooking process, we highly recommend preparing all your ingredients beforehand. This means grating all the cheeses and having your liquids measured out before you even begin cooking the pasta. This mise en place approach prevents any last-minute rushing and ensures that you can focus on the technique, leading to a perfectly executed dish.
How To Make the Perfect Baked Macaroni and Cheese
Creating this irresistible baked macaroni and cheese is a straightforward process that yields incredibly rewarding results. Follow these steps for a dish that will impress everyone at your table:
Step 1: Prepare Your Cheese
Begin by grating both the mild cheddar and sharp cheddar cheeses. Once grated, combine them thoroughly in a large bowl. This recipe utilizes the cheese in three distinct stages to build layers of flavor and creaminess:
- One generous portion, totaling 3 cups, will be incorporated directly into the creamy cheese sauce.
- Another portion, consisting of 1 1/2 cups, will be strategically layered between the macaroni and cheese mixture in the baking dish.
- The final portion, also 1 1/2 cups, will form a beautiful, golden-brown topping.
Set these three divided cheese groups aside while you proceed with the other steps.
Step 2: Cook the Pasta
In a large pot, bring a generous amount of salted water to a rolling boil. Add the elbow macaroni and cook it until it’s al dente. This typically means cooking the pasta for about 1 minute less than the package directions suggest. An al dente pasta will have a slight bite to it and will prevent your macaroni and cheese from becoming mushy after baking. While the pasta cooks, preheat your oven to 350 degrees F (175 degrees C) and lightly grease a 3-quart baking dish. Once the pasta is cooked, drain it well and set it aside.

Step 3: Craft the Creamy Cheese Sauce
In a medium-sized saucepan, melt the unsalted butter over medium heat. Once the butter is fully melted and slightly shimmering, gradually sprinkle in the all-purpose flour, whisking constantly to combine. Continue to whisk and cook the roux for about one minute. This step cooks out the raw flour taste and creates the thickening base for your sauce.
In a large measuring cup or separate bowl, combine the whole milk and half and half. Slowly begin to pour about 2 cups of this milk mixture into the roux in the saucepan, whisking continuously to ensure a smooth, lump-free consistency. Continue whisking until the mixture is completely smooth.
Next, slowly pour in the remaining half and half and whole milk, again whisking constantly until the sauce is silky smooth. Continue to cook the sauce over medium heat, whisking very often, until it thickens to a rich, coats-the-back-of-a-spoon consistency, which usually takes about 5 minutes.

Remove the saucepan from the heat. Season the sauce generously with salt and freshly ground black pepper, adjusting to your taste. Now it’s time for the cheese! Add half of the 3-cup cheese portion reserved for the sauce, stirring until it’s completely melted and incorporated.

Once melted, add the remaining 1 1/2 cups of cheese to the mixture and continue to stir until it’s fully melted and the sauce is smooth and luxurious. You should have a wonderfully gooey and fragrant cheese sauce.

Step 4: Assemble and Bake
Transfer the drained, cooked pasta to a large mixing bowl. Pour the freshly made cheese sauce over the pasta. Stir everything thoroughly until every piece of macaroni is lovingly coated in the creamy, cheesy sauce.

Pour half of this macaroni and cheese mixture into your prepared 3-quart baking dish, spreading it evenly across the bottom. Evenly sprinkle the 1 1/2 cups of reserved cheese over this first layer.

Add the remaining macaroni mixture to the baking dish, spreading it smoothly to form the second layer. Finally, generously sprinkle the last 1 1/2 cups of cheese evenly over the top of the dish. This top layer will bake into a beautiful, golden crust.
Bake the macaroni and cheese in the preheated oven at 350 degrees F (175 degrees C) for approximately 20 minutes, or until the top is lightly golden brown and the cheese sauce is bubbling enticingly around the edges.

Once baked to perfection, remove the dish from the oven and allow it to rest for at least 10 minutes before serving. This resting period is crucial as it allows the sauce to set slightly, ensuring that each scoop is perfectly creamy and holds its shape beautifully. This is the moment you’ve been waiting for – a super yummy, gooey, cheesy mac and cheese experience that truly satisfies. This basic recipe is designed to be your go-to for comfort food any time.

Beyond its delicious simplicity, this recipe offers incredible versatility. Don’t hesitate to experiment with different types of cheese to create unique flavor profiles. For those who appreciate a delightful textural contrast, adding some crunchy breadcrumbs on top can elevate the experience. The possibilities for customization are endless, allowing you to tweak this recipe to perfectly suit your particular tastes and preferences!

No matter how you choose to enjoy it, you will not be disappointed with this rich, creamy, and truly satisfying baked macaroni and cheese. It’s undeniably the best homemade mac and cheese I’ve ever had – the epitome of comfort food at its absolute finest.
Making Mac And Cheese Ahead Of Time
Planning a gathering or simply want to prep your meals in advance? This baked macaroni and cheese recipe can be prepared ahead of time with excellent results. Follow all the steps for making the macaroni and cheese and assembling it in the baking dish, but do not bake it. Allow the assembled dish to cool completely to room temperature. Once cool, cover the baking dish tightly with plastic wrap or aluminum foil and refrigerate it for up to 2 days. When you’re ready to bake, remove the dish from the refrigerator at least 30 minutes before placing it in the oven to allow it to come closer to room temperature. You might find it needs an additional 5 to 10 minutes of baking time to achieve that bubbly, golden-brown perfection, as it will be starting from a colder temperature.
Storing And Freezing Leftover Mac And Cheese
Storing Leftovers: If you happen to have any leftovers of this delicious baked macaroni and cheese, ensure it cools down to room temperature completely before storing. Transfer it to an airtight container and refrigerate for up to 4 days. Reheat gently in the oven or microwave for best results, potentially adding a splash of milk to restore creaminess.
Freezing Mac and Cheese: While you certainly *can* freeze macaroni and cheese if absolutely necessary, we generally do not recommend it. Freezing can significantly alter the texture of the cheese sauce, often leading to a much thicker, sometimes clumpy, and less creamy consistency upon thawing and reheating. The delicate balance of the sauce tends to break down when frozen. If you must freeze, be prepared for a textural difference; it will still be edible, but it won’t have the same fresh-baked, luscious creaminess.
Tips And Variations to Customize Your Mac and Cheese
- Experiment with Cheeses: A fantastic way to personalize this recipe is by incorporating different types of cheese. Consider adding Monterey Jack for extra meltiness, Colby Jack for a milder cheddar blend, sharp white cheddar for a more pungent flavor, or even Pepper Jack for a subtle kick. The key is to choose cheeses that melt well to maintain that desirable creamy sauce. Avoid cheeses that tend to be very dry or crumbly.
- Boost the Crunch Factor: For those who love a crispy topping, mix about a cup of panko breadcrumbs with two tablespoons of melted butter, then sprinkle this mixture evenly over the top layer of cheese before baking. The panko will toast beautifully, creating a golden, crunchy crust. Alternatively, crushed Ritz crackers can provide a similarly delightful buttery crunch.
- Add a Savory Twist: Cooked, diced, crispy bacon bits are always a welcome addition. You can either mix them directly into the macaroni and cheese mixture before baking for pockets of smoky flavor, or sprinkle them over the top as a garnish just before serving for an extra layer of texture and taste.
- Introduce a Hint of Heat: If you enjoy a little spice, add a few dashes of cayenne pepper to the cheese sauce. Start with a small amount and taste as you go to achieve your preferred level of warmth without overpowering the cheesy flavor. A pinch of smoked paprika can also add depth and a subtle smokiness.
- Incorporate Vegetables: For a more substantial meal, consider adding finely chopped cooked vegetables like broccoli florets, spinach, or roasted bell peppers to the pasta mixture. Ensure vegetables are cooked and drained well to prevent adding excess moisture to the dish.
Frequently Asked Questions About Baked Macaroni and Cheese
The best cheeses for baked macaroni and cheese are those that melt smoothly and contribute rich flavor without becoming clumpy or oily. Excellent choices include sharp cheddar and mild cheddar (as used in this recipe for a balanced profile), Monterey Jack, Fontina, Gruyere, and Parmesan. A blend of two or three cheeses often yields the most complex and delicious results. Always prioritize grating your own block cheese over pre-shredded varieties to ensure the creamiest sauce, as pre-shredded cheeses contain anti-caking agents that can hinder smooth melting.
For the richest, creamiest, and most decadent macaroni and cheese sauce, whole milk and half and half are highly recommended. Whole milk provides a good fat content that contributes to a velvety texture, while half and half (a mixture of whole milk and light cream) adds an extra layer of richness and body, helping to prevent the sauce from becoming thin or dry. Using lighter milks can result in a less creamy and sometimes watery sauce, so stick to full-fat dairy for optimal results.
Several factors can lead to dry or non-creamy mac and cheese. The most common reasons include not using enough liquid in your cheese sauce, overcooking the pasta (which causes it to absorb too much sauce), or using pre-shredded cheese. Pre-shredded cheese contains cellulose, an anti-caking agent that prevents it from melting smoothly, resulting in a grainy or clumpy sauce. Additionally, if the sauce isn’t properly thickened with a roux or is cooked at too high a temperature, it might separate or not achieve the desired creaminess. Always grate your own cheese, cook pasta al dente, and ensure a generous, well-made sauce for that perfect gooey texture.
Other Delicious Side Dishes You Will Enjoy
Decadent Whipped Potatoes (Dutchess Potatoes)
Potatoes Au Gratin With Gruyere
Loaded Mashed Cauliflower Casserole

Baked Macaroni And Cheese
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Rate
pasta, Side Dish
American
20
25
15
12
525kcal
Ingredients
-
1 lb Elbow macaroni
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1/2 cup Unsalted Butter
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1/2 cup All-purpose Flour
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1 1/2 cup Half and half
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2 1/2 cup Whole milk
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3 cup Mild Cheddar cheese grated, divided
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3 cup Sharp Cheddar cheese grated, divided
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1 1/2 tsp Salt
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1/2 tsp Freshly Ground Black pepper
Instructions
- Grate both the mild cheddar and sharp cheddar cheeses and combine them together in a large bowl.
Cheese Division – Divide into three groups
- One group will make up the sauce – 3 cups
- One group will be added in between layers of the macaroni and cheese – 1 1/2 cups
- The last group will top the dish – 1 1/2 cups
- Set these divided groups of cheese aside.
Pasta Cook And Prep
- Bring a large pot of salted water to a boil.
- Add the pasta and cook until al dente, typically about 1 minute less than the package directs.
- While the pasta is cooking, preheat your oven to 350 degrees F (175 C).
- Lightly grease a 3-quart baking dish and set it aside.
- Drain the pasta thoroughly and set it aside.
Cheese Sauce
- Melt the butter in a saucepan over medium heat.
- Slowly add the flour, whisking constantly to combine. Continue to whisk and cook for about a minute to cook out the raw flour taste.
- Combine the whole milk and half and half in a large measuring cup.
- Slowly pour in 2 cups of the milk/half and half mixture, whisking constantly until smooth.
- Slowly pour in the remaining milk/half and half, whisking constantly until smooth.
- Continue to cook, whisking very often, until the sauce is thickened (about 5 minutes).
- Remove the saucepan from the heat and stir in the salt and freshly ground pepper.
- Add half of the 3 cups of cheese reserved for the sauce. Mix until melted and combined.
- Once melted, add the remaining 1 1/2 cups of cheese to the sauce mixture and continue to stir until completely melted and smooth.
Putting It Together
- Place the drained cooked pasta in a large mixing bowl and pour the cheese sauce over it. Stir until the pasta is completely combined with the sauce.
- Pour half of the macaroni mixture into the prepared baking dish. Sprinkle 1 1/2 cups of the reserved cheese evenly across this layer.
- Add the remaining pasta mixture evenly on top. Sprinkle the final 1 1/2 cups of cheese evenly across the top layer.
- Bake at 350 degrees F (175 C) until the top is lightly golden brown and bubbly, approximately 20 minutes.
- Remove from the oven and allow it to set up for 10-15 minutes before serving for the best creamy consistency.
Notes
Make Ahead: You can prepare this baked macaroni and cheese entirely up to the baking step. Let it cool completely to room temperature, then cover tightly with plastic wrap and refrigerate for up to 2 days. When ready to bake, remove from the fridge at least 30 minutes prior. You may need to add an extra 5 to 10 minutes to the baking time.
Storing Leftovers: Any cooled leftovers should be stored in an airtight container and refrigerated for up to 4 days.
Freezing: We generally do not recommend freezing macaroni and cheese as it can significantly affect the creamy consistency, often resulting in a thicker, clumpy texture upon thawing. However, if absolutely necessary, it can be frozen. Just be aware of the potential change in texture.
Nutrition
Calories: 525kcal
|
Carbohydrates: 37g
|
Protein: 22g
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Fat: 32g
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Saturated Fat: 20g
|
Polyunsaturated Fat: 1g
|
Monounsaturated Fat: 9g
|
Trans Fat: 1g
|
Cholesterol: 96mg
|
Sodium: 746mg
|
Potassium: 255mg
|
Fiber: 1g
|
Sugar: 4g
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Vitamin A: 992IU
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Vitamin C: 1mg
|
Calcium: 508mg
|
Iron: 1mg
