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Mac and Cheese Lover’s Macaroni & Cheese

mac and cheese feature

The search for the creamy, cheesy, baked mac and cheese of your dreams is over! This is the ONE.

There is something glorious about mac and cheese that goes beyond just how delicious it is. And it is, absolutely and completely delicious. Maybe it’s the nostalgia that comes with returning to a childhood favorite that makes a bowl of noodles and creamy cheese so soothing to the soul. But I think it’s more than that. There is a basic-ness to true macaroni & cheese that, when done right, strips away the expectations for the exotic and sophisticated, that thumbs its nose at the finger-wagging health food preachers, that leaves foodie trends trampled in the dust.

Mac and Cheese is the purest form of, “I am going to eat this, and it’s going to make me happy.” Even if only for a little while. A good mac and cheese will make you happy for at least as long as it takes you to eat it.

This mac and cheese is the real deal, made for the true lovers of mac and cheese. No corner-cutting in the interest of lower calories, carbs, fat, dairy, blah blah. If you want something with the nutritional value of a salad, then you should eat one of those. It’s the mac and cheese flavor you remember, not elevated, not sophisticated, not “mac and cheese for grown-ups” where they mess with every single part of it until it’s unrecognizable! Macaroni and cheese is on every list of ultimate comfort foods for a really good reason. Make it right. This recipes makes it right.

mac and cheese baked

Ingredient Notes

  • Elbow macaroni – This is the classic. It’s called macaroni and cheese. If you can find a ridged (rigate) macaroni, even better. Those ridges help the individual noodles hold onto the cheese sauce. If you feel like you need to use cavatappi, go ahead. I’m going to roll my eyes at you, but have at it.
  • Cheddar cheese – The cheese was the single hardest part of nailing down this recipe. I’m not a mild cheddar kind of girl. I like really sharp cheddar, aged and crumbly and with a nice big flavor kick. Mild cheddar has no flavor for me and the texture is almost rubbery. BUT. Super-sharp aged cheddar cheese isn’t the flavor we all associate with mac and cheese, and it doesn’t melt well. My favorite cheddars all ended up grainy and stringy when I added them to the sauce. After a ton of trial and error, I discovered that the perfect cheese was medium cheddar. Not always the easiest to find, at least where I live, but definitely the cheese I was looking for. It’s got a bit more flavor than mild cheddar but still melts well and doesn’t overpower. If you can’t find medium cheddar, use mild.
  • Velveeta – Yeah, that stuff. I tried. Really and truly, I tried. I made this recipe without it for years, and it was pretty good. Cubed Velveeta makes it great. The processed cheese just melts down creamier than real cheese does. That’s its job. It was the addition of Velveeta that turned kid #2 into a believer. He absolutely loves boxed mac, and turned his nose up at homemade until I added it. Now that kid will clean out a casserole pan on his own! He needed that smoother, creamier texture. All of that said, leave it out if you don’t want to use it.
  • Paprika, mustard, Worcestershire sauce – These seasonings are here not to change the flavor of the dish, but to balance the cheese. Without the acid from the vinegar in mustard and Worcestershire, the fat level from all of the dairy would overwhelm. You need them, but they are present in small enough amounts that they won’t be big parts of the overall flavor.
  • Mix-ins, weird garnishes, other types of cheese? – No! No no no! Unless it’s bacon. Bacon is allowed. Bacon is even encouraged. If you are the person, and I know this person is out there, who is going to hide vegetables like cauliflower in there, please never tell me. I know it’s going to happen, and it breaks my heart. Just, please don’t confirm it. I like to keep my little illusions where I can.

How to make Mac and Cheese Lover’s Macaroni & Cheese

  • Preheat oven to 350F.
  • Boil pasta water – In a 6-8 quart stockpot, bring 4 quarts of water and one tablespoon of salt to a rolling boil.

Make the Cheese Sauce

  • Make a roux – Combine flour and butter to make a roux, and cook it for a minute or two to cook out the flour taste.
roux cooking for bechamel sauce
  • Add milk – Slowly whisk in milk and seasonings, and simmer until it thickens and coats the back of a spoon. This is a Bechamel sauce!
bechamel coating the back of a spoon
  • Melt in the cheese – Drop the heat as low as it can go, and slowly add small handfuls of shredded cheddar cheese. Whisk the sauce until the cheese melts and then add a bit more, until it is all melted in there. There is a lot of cheese going into this cream sauce. Don’t be tempted to add too much at once or turn the heat up to get the cheese to melt faster. If you do, the sauce will break or end up grainy or stringy. Remove the sauce from the heat as soon as the last of the cheese is fully melted.
shredded cheddar cheese in cream sauce

Assemble the Mac and Cheese

  • Cook the macaroni – once the water boils, add the macaroni, and cook only until it’s on the firm side of al dente. The pasta will absorb more liquid from the sauce while it bakes. If it cooks too long at this stage, it will be soggy and mushy. Not delicious. Drain the pasta. No rinsing, no adding oil or butter. I don’t know where those things came from, but don’t ever do them.
  • Combine pasta and sauce – Return the macaroni to the pot and add the cheese sauce.
  • Pour the mixture into a greased baking dish and evenly top with the cubed Velveeta.
mac and cheese before baking
  • Yes, it really is supposed to look like soup. This is why we undercooked the macaroni. While it bakes, the noodles will absorb a lot of the liquid in the sauce and it will set up nicely. The pasta is going to absorb moisture while it bakes and there is nothing you can do about that. Additional liquid will evaporate in the heat of the oven. If the dish looks thick and creamy and just right when you put it in the oven, then it will be dry when it’s done because all of that moisture is gone. All that will be left is separated grease and stringy cheese. We’ve all seen it. If you want a creamy mac and cheese to come out of the oven, you have to put a soupy mac and cheese into the oven.
  • Bake for 25 minutes.
  • Top with remaining cheese. Remove the pan from the oven, sprinkle on the last of the cheddar cheese and bake for an additional 10 minutes until golden brown and bubbly on the top. You can already see how much of that extra liquid is gone
mac and cheese shredded cheddar
  • Rest – Let this sit for 5 or 10 minutes once it comes out of the oven. It will finish setting up a bit, and will prevent any unfortunate injuries when someone burns the daylights out of the roof of their mouth. Cheese lava hurts!

Looking for more great side dishes? You’ll love our Crispy Fried Mashed Potato Cakes and our Homestyle Skillet Creamed Corn!

Mac and Cheese Lover’s Macaroni & Cheese

Course: Pasta, Side DishesCuisine: American


Prep time


Cooking time




  • 12 ounces elbow macaroni

  • 1 tbsp + 1/2 tsp kosher or sea salt, divided

  • 4 tbsp unsalted butter

  • 1/4 cup All-Purpose flour

  • 3 cups milk

  • 1 tbsp Worcestershire sauce

  • 1 tsp prepared mustard

  • 1/2 tsp black pepper

  • 1/4 tsp paprika

  • 16 ounces shredded medium cheddar, divided

  • 8 ounces Velveeta, cubed


  • Preheat oven to 350F.
  • Bring 4 quarts of water and 1 tbsp salt to a boil in a large pot.
  • In a separate pot, melt butter and whisk in flour to form a roux. Cook for 2-3 minutes to cook the flour taste out, whisking continuously to avoid scorching.
  • Slowly whisk in milk, making sure to avoid lumps. Add Worcestershire sauce, prepared mustard, remaining 1 tsp salt, pepper, and paprika, and simmer until thickened enough to coat the back of a spoon.
  • Reduce heat to as low as possible and slowly whisk in 3/4 of the shredded cheese in small handfuls, melting each handful completely before adding the next. Set aside.
  • When water boils, add macaroni and cook to the firm side of al dente, approximately 5-6 minutes. Drain and return to pot.
  • Add cheese sauce to macaroni and stir to combine. Pour into a greased baking dish and top evenly with cubed Velveeta.
  • Bake for 25 minutes, and then top with remaining cheddar cheese. Bake for an additional 10 minutes until brown and bubbly on top.
  • Rest for 5-10 minutes before serving.

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