This is the Homemade Macaroni and Cheese that I make all the time for a quick weeknight dinner! It is dreamy, creamy, and cheesy to the max. Most importantly, it comes together in about 35 minutes! My mother-in-law Kris has been making this recipe for 40 years. It’s a keeper! Originally published September 30, 2013.
Remember when we used to send emails like we send group text messages now? Man, those were the days. I was searching for the time when my mother-in-law Kris sent me this mac and cheese recipe for the first time, and I stumbled on a bunch of old family threads from 2013.
I found letters from my sister-in-law when she was on her mission in Guatemala. Emails to select family members about other family members and the drama in their dating life. Family-blog-style emails from my sister, with a bunch of updates and photos of her toddlers (who are now in college ☠️)
Ahh, simpler times, right? Before social media. Slower times.
I found a beautiful song last night, by a Norwegian soprano named Sissel Kyrkjebø. It’s called Slow Down. It was recommended by Patrick Kearon in his talk called “Peace and Rest—Even Now.” It’s been making me think twice about the breakneck pace of my life! Tell me what you think of the song in the comments. I can’t listen without crying.
Old Fashioned Homemade Mac and Cheese
Okay, so. MAC AND CHEESE. My mother-in-law Kris gave me this recipe when we first got married, and we’ve been making it ever since! It is the recipe my husband Eric grew up on, and it couldn’t be more simple.
My brother (who is also named Eric) hated the blue box macaroni and cheese growing up. He would hide the boxes when my mom bought it. She has this 100+ year-old organ that used to be my great grandmother’s, and one time she found 3 or 4 blue boxes of macaroni and cheese hiding INSIDE the organ. That’s dedication, right there.
I get you, Eric. Homemade mac and cheese OR BUST.
You need this mac & cheese recipe in your life
You might think there is only room for one mac and cheese recipe in your life, but I promise, you’re wrong. I believe in a mac and cheese recipe for every type of occasion.
- “Literally The Best Mac and Cheese I’ve Ever Had:” For holidays, special occasions, and days when you need to impress a guest with “hella cheese.” Tap to read more about that 😂
- Easy Stovetop Mac and Cheese: For when you want to try to trick your children into believing that your homemade dinner is “blue-box” mac and cheese
- Slow Cooker Mac and Cheese: For when you’re freakin busy, ok
- Chili Mac and Cheese: For when you need your chili and your mac in the same bowl.
- Ham Mac and Cheese SOUP: For when you need your mac and cheese in soup form. It’s a thing.
- Healthier Mac and Cheese with Caramelized Onions and Broccoli: For when you need something green to make you feel better about the carbs.
I mean, are we American or are we American? Of course I need this many recipes for the mac!!
Today’s version should be called “Weeknight Baked Macaroni and Cheese” but I can’t call it that because of dumb SEO. (I have to use certain titles for my recipes if I want them to be found by people searching for them.)
This recipe is the quickest way to get a baked mac and cheese on the table. It doesn’t call for any annoying ingredients (like the cream called for in the Best Mac and Cheese.) Sadly, you still have to use two pots: one to boil the noodles, one to make the white sauce. But I promise it comes together quick. And the good news is the pot that you boiled the noodles in will be practically clean, even when you’re done! A little pasta starch never hurt anyone…now you know the truth about my kitchen.
Key ingredients
This is a weeknight recipe, so the ingredients are super simple.
- Butter and flour are first combined to make a roux, then milk is slowly whisked in to form a creamy béchamel, or white sauce. This sauce is SO important in mac & cheese! It makes everything smooth and creamy, yes, but it also helps ensure there is no cheese clumping. Say no to the clump.
- Sharp cheddar cheese is clutch for flavor. But any kind of shreddable cheese will work!
- Butter and panko crumbs make an incredible savory crunchy topping that perfectly crowns the cheesy noodles. It really takes the whole thing over the top for sure!
How to make homemade macaroni and cheese
Here’s everything you need to make this! Super easy stuff you probably already have. I like to keep my panko breadcrumbs in the freezer so they stay fresh, then they are just ready when I need them.
Start by shredding your cheese so it’s all ready to go later. I love to use my food processor for this! Makes it so fast.
You might think this is 2 cups of cheese:
Behold, the almighty fist!! When you pack your cheese, you get the more accurate ounce measurement. Add more cheese until it’s 2 cups, packed!
When I shot this recipe, I doubled it and put it in a 9×13 inch pan. So I needed 8 ounces of cheese, as you can see above. I measured this in ounces AFTER I had packed it into my measuring cup, so you can see this method is pretty accurate, plus or minus a couple ounces!
Now it’s time to cook the pasta. Add salt and water to a pot, and cook until al dente! Don’t be afraid to add a full tablespoon of kosher salt (use only 2 teaspoons table salt).
We are relying on osmosis to get the salt in the boiling water into the pasta, and of course it doesn’t have time to absorb ALL of it in the 8-10 minute cook time. So you are actually dumping out most of the tablespoon of salt, when you drain. But it’s the only way to get the pasta seasoned from the inside!
Drain your pasta and don’t forget to drizzle with a little oil so that it doesn’t stick to itself.
In a separate pot, melt the butter. Add the flour and spices to a little bowl.
Add all the flour mixture to the butter and start whisking. Keep whisking for about a minute until all the flour is incorporated.
Start adding the milk SLOWLY! If you add it all at once, the flour will clump together and you will get a lumpy sauce. No thanks. So just add the milk a splash at a time, whisking until it is incorporated before you add more.
Once all the milk is added, it’s time to put in all that cheese!
Stir it all together. Keep stirring until the cheese is completely melted. If you add the noodles before it’s melted, it won’t make a smooth sauce. Keep going!
When it’s smooth, add in the cooked macaroni!
Pour about half of it into the greased pan…
Then top with sliced cheese. I just used whatever sliced cheese I had hanging out in my drawer! I think this was a jalapeno cheddar or something, leftover from a charcuterie board, and I think the white cheese was Moneterey Jack. Honestly don’t even remember. Just use what you have!
Then add on the rest of the mac and cheese. The sliced cheese in the center is TOTALLY optional!! I skip it ALL the time. Sometimes you just gotta git er done. But I just want you to know your options! It adds a delightful cheesy layer in the middle! This is a technique I learned when I made Literally the Best Mac and Cheese all those years ago, and I kind of just can’t quit it.
Now melt some butter in a bowl, and add some panko breadcrumbs.
Stir it together and sprinkle on top! I love the crunchy layer it adds! You can skip this and top with more shredded cheese, if you prefer!
Just look at this hot mess. YUM. Time for dinner!
What to serve with mac & cheese
I always like to serve lighter sides to go alongside mac and cheese, given all the cheesy carb loading happening. Here are a few of our family’s favorites!
- Lemon Arugula Salad >> my favorite salad ever! Some version of this is on the dinner table at least a few times a week at our house
- French Carrot Salad >> there’s easy, and then there’s stupid easy, like this carrot salad. But don’t let its simplicity fool you, it is absolutely delish
- Strawberry Spinach Salad >> this salad is a total classic, and loved by everyone who tries it
- The Very Best Fruit Salad >> my kids would eat just this for dinner if I let them. Who am I kidding, so would I!
How to store leftovers
Transfer cooled mac & cheese to a container with an airtight lid. You can also use plastic wrap right over the top of the cooled pan if you prefer, just make sure the plastic is pulled tight so there is no air flowing to dry it all out. Keep it in the refrigerator for up to 5 days. Reheat a portion in the microwave for 1-2 minutes at 50% power to keep it from drying out.
You can also freeze this macaroni & cheese! My favorite way is to double the recipe, and add the 2nd batch to a disposable pan. Wrap the unbaked mac & cheese in two layers of plastic wrap, and then a layer of foil. Use within 2 months to avoid freezer burn. You can bake the frozen pan! Remove the foil and plastic wrap, then add the foil back on. It will take more like 45-60 minutes to bake all the way from frozen. Be sure to remove the foil after about 25 minutes or so, to give the breadcrumb topping time to brown.
You can also freeze baked macaroni and cheese, using the same instructions, or freeze in individual containers. I would use those within 2-4 weeks. Since it is already baked it is much more likely to dry out in the freezer over time.
I posted this recipe in 2013
And below is the oh-so-lovely picture I took 😂 I opted for a cheese topping this day, and it looks like I broiled it to be crispy, which is still Eric’s favorite way to have this (and any casserole). I also used sharp white cheddar. Lots of options!!
Here is my journal entry from back then:
“I painted my curtains with a potato this weekend. This is what happens when you are a food blogger; you can’t do anything without incorporating food. Just kidding. But I really did use a potato. You cut it in half, carve out the shape you want, dip it in paint and use it like a stamp. The curtains turned out awesome. This is what you do when your artsy sister-in-law is in town and you are too cheap to buy the curtains that she really wants you to buy…DIY, baby.
I called my mother-in-law for the official recipe for this mac and cheese, and she said that sometimes she uses 1/3 cup of butter instead of a half cup and I’m just sitting there thinking really? You’re trying to make this healthy? It’s hopeless. Just accept it. Accept this cheesy heart attack.“
More mac and cheese, please
Like I said, there’s a time and occasion (and special place in my heart) for every kind of Mac and Cheese. From the cheesiest and best, to the crockpot, to the stovetop version, I’ve got you covered:
Recipes for Dinner
To Die For Crockpot Mac & Cheese
Recipes for Dinner
Homemade Mac and Cheese with Velveeta
Recipes for Dinner
Chili Mac and Cheese Recipe (30 Minute Dinner)
Homemade Macaroni and Cheese
Ingredients
- 2 cups dry elbow macaroni
- 4 cups water, to boil the macaroni
- 1 tablespoon kosher salt, for the boiling water
- 1/2 cup butter, 1 stick
- 1/2 cup flour
- 1/2 teaspoon kosher salt
- 1/4 teaspoon black pepper
- 1/4 teaspoon onion powder
- 1 and 3/4 cup milk, I like to use whole milk
- 2 cups sharp cheddar cheese, grated (4 ounces total)
- 6-8 slices cheese, OPTIONAL (any kind, for a cheese layer in the center)
Topping
- 3 tablespoons butter
- 1 cup panko bread crumbs
- OR additional shredded cheese , as a topping, optional
Instructions
- Preheat the oven to 350 degrees F.
- Use nonstick spray or butter to grease the bottom and sides of a square pan. It can be 8×8 inches or 9×9 inches, or any 2-quart pan.
- Add 4 cups of water and 1 tablespoon kosher salt to a medium (2 or 3 quart) pot. Bring to a boil over high heat.
- Add 2 cups of dry elbow macaroni to the boiling water and stir. Stir every minute or so until the macaroni is al dente. It should take about 8-10 minutes (check the package of macaroni!) Cook it for the least amount of time recommended so that they don't get mushy.
- Drain the noodles in a colander, then return to the pot. Drizzle with oil and stir, to prevent the macaroni from sticking to itself (unless your white sauce is all ready to be combined with the noodles.) Set aside.
- Meanwhile, make the cheese sauce: Begin by shredding your cheddar cheese.* You need 2 cups (packed! See photos), which is about 4 ounces of shredded cheese. Set aside for now!
- In a 3 quart pot (or the bigger pot of whatever two pots you are using), melt 1/2 cup (1 stick) butter over medium heat.
- In a small bowl, add 1/2 cup flour, 1/2 teaspoon salt, 1/4 teaspoon black pepper, and 1/4 teaspoon onion powder. Stir it together.
- When the butter is melted, add the flour mixture to the pot. Use a whisk to combine the butter and flour to form a paste, called a roux. Continue to whisk for about 1 minute, to cook out the "raw flour" taste.
- Add 1 and 3/4 cup milk to a liquid measuring cup. Add a little bit of the milk to the roux—NOT all of it! Tilt the cup to add a splash of milk, then whisk until the milk is incorporated into the flour. Continue until all the milk has been added and your roux has turned into a smooth white sauce.
- Add the 2 cups shredded cheese. Turn off the heat but keep the pot on the burner. Stir constantly with a spatula or wooden spoon. Keep stirring until the cheese is all melted.
- Once the cheese is melted, add the drained macaroni to the cheese sauce in the pot. Stir to combine well.
- Pour half of the mac and cheese into the prepared casserole dish. Place a few slices of cheese** (whatever cheese you have around) in a single layer over the mac and cheese. Top with the remaining mac and cheese and spread to the edges of the pan.
- Panko topping: In a microwave safe bowl, melt 3 tablespoons butter. Add 1 cup panko bread crumbs and stir until they are all moist. Spread the mixture evenly over the top of the mac n cheese.
- Cheese topping: Instead of the panko topping, add another 1/2 to 1 cup shredded cheese on top of the casserole.
- Bake at 350 for about 15 to 20 minutes, or until the breadcrumbs start to brown, or until the cheese on top is melted. The edges of the casserole should be bubbly.
- Let cool for a couple minutes, then dig in! We love to serve this recipe with 1770 House Meatloaf, or Easy Baked Meatballs and BBQ Sauce.
This never gets old. Everytime it’s just as delicious. Thanks for reposting Karen 😉
Thanks for the recipe from all those years ago Kris!!!! You are the mac and cheese OG.
OMG this has to be the best and easiest Mac and cheese ever. Soooooo good
Thank you so much for sharing …..I was named after my aunt and have always loved the name most of my friends just call me j though
Thanks J! (we’re friends, right?? :) This recipe is from my mother-in-law, the best cook I know. She puts my work to shame.
I am presently making your recipe for pretzel dogs and then this recipe for Mac and cheese…..can’t wait for dinner I will post how they come out
Ooh, that sounds like a pretty awesome dinner to me! Let me know how it goes Janice! Thanks for commenting :) PS Janice is my mom’s name! Spelled the same way.
I cannot stand the boxed mac and cheese either and yet all three of my children love it with a white hot passion. I’m thinking maybe the love for real mac and cheese skips every other generation.
I think you are on to something Ami. So many important things skip a generation like that. Like math skills. At least I feel skipped.