This is the Best Mac and Cheese recipe ever! I’m not kidding guys.When I put this in my mouth the first time, I literally stopped to shout hallelujah. Okay not really, but I’m telling you it is SO CREAMY AND SO CHEESY and so worth it. 

Best Mac and Cheese Recipe in a spoon

Originally published August 24, 2016

I take my food photographs on the porch for the best light. My neighbor Tyrone is always coming over to see what I’ve made (and hoping for a taste of course). He came over when I was taking pictures of this recipe and said, “Oh, I make the BEST mac and cheese.”

I said “No, Tyrone. This Mac and Cheese is better than yours.”

And that’s how this happened:

Neighbors at block party with mac & cheese contest

Here we are at our block party last weekend. I was like, Tyrone, if you seriously think your macaroni and cheese is better than mine, then we need to put this to a vote. So we each brought a pan to the block party and made people pick which one they liked better. Despite an entire week of trash-talking me, I DESTROYED HIM. See those 2 X’s for his version? One was a pity vote from me.

Baked Mac and Cheese in casserole pan

The recipe is from my awesome friend Hannah. One night I stayed home sick (first trimester blues) on a night that the Young Women at church were having an activity (Hannah and I are their counselors). They made this recipe and doorbell ditched me a big bowl of it.

Eric brought it to me and when I smelled it I almost lost my lunch. But then the next day I was in the mood for it (being pregnant is SO WEIRD). I tried it and could not believe how amazing it was. I had never had baked mac and cheese like this!

How to make the best mac and cheese recipe… ever!

Fork in Homemade Mac and Cheese

Want to know the secret? The recipe calls for a half pound of cheese to be layered in between the saucy noodles. See this cheese stretch? HALF A POUND GUYS:

bit of Macaroni and Cheese Recipe

I went to a restaurant a while back and had their macaroni and cheese. Here’s how they described it on their menu:

Mac & Cheese $8
bacon / hella cheese / bread crumbs

I’m a purist, so you won’t find any bacon in this recipe, but when Hannah told me that there was a half pound of cheese layered in the center, I definitely thought of this menu description. It’s perfectly appropriate. ALL THE CHEESE.

Measuring out cheese and cooked macaroni

Literally The Best Mac and Cheese I've Ever Had from The Food Charlatan

Literally The Best Mac and Cheese I've Ever Had from The Food Charlatan

Literally The Best Mac and Cheese I've Ever Had from The Food Charlatan

Oh and just in case you thought this wasn’t decadent enough, it calls for CREAM in place of some of the regular milk. We may be dying young, my fellow Americans, but we will die happy. Fat and so, so happy.

More great Mac & Cheese recipes!

Easy Stovetop Mac & Cheese (One Pot) << The quick 30-minute version to make at home – better than the blue box!

Homemade Macaroni and Cheese << this is a classic recipe from my mother-in-law.

Ham Mac and Cheese Soup << this is such a crowd pleaser!

Mac and Cheese with Caramelized Onions and Broccoli << a liiiittle healthier than average.

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Literally The Best Mac and Cheese I’ve Ever Had

4.79 from 32 votes
Prep: 5 mins
Cook: 28 mins
Total: 33 mins
Servings: 6 Servings
This is the Best Mac and Cheese recipe ever! I'm not kidding guys.When I put this in my mouth the first time, I literally stopped to shout hallelujah. Okay not really, but I'm telling you it is SO CREAMY AND SO CHEESY and so worth it. 


  • 2 & 1/4 cups dry elbow macaroni
  • 1/4 cup butter
  • 1/4 cup flour
  • 1/3 cup heavy cream, *
  • 2/3 cup milk, *
  • 1 teaspoon salt
  • 1/2 teaspoon pepper
  • 2/3 cup mozzarella cheese, shredded
  • 1 & 1/3 cups SHARP cheddar cheese, shredded
  • 1/2 pound cheese , ** cut into slices

For the crumb topping:

  • 1/4 cup butter, melted
  • 2/3 cup Panko bread crumbs


  • Preheat your oven to 350 degrees F. Grease an 8x8 pan (or any 2 quart casserole dish) with butter or nonstick spray.
  • In a 3 quart pot, boil the macaroni according to package instructions. Omit any salt or fat called for. (Trust me there's enough in this recipe) Should take 6-8 minutes or so. Drain and return to the pot. (If your cheese sauce is not close to being ready, add 1-2 teaspoons oil so your pasta doesn't stick.)
  • Meanwhile in another smallish pot, melt 1/4 cup butter. Once it is hot, whisk in the flour. Cook 1 minute whisking, until it is bubbly.
  • Slowly stir in the cream and milk. Stir the whole time until it is thick. Add salt and pepper and stir 1 more minute.
  • Remove from heat and gradually stir in the shredded mozzarella and cheddar. If it is not melting, put it back on the burner over very low heat, stirring until the cheese is incorporated.
  • Stir the cheese sauce into the cooked macaroni. It's pretty thick.
  • Pour half of the mac and cheese into the prepared casserole dish.
  • Add the 1/2 pound layer of cheese slices. YES DO ALL OF IT.
  • Pour the other half of the mac and cheese on top and spread.
  • In a small bowl, melt 1/4 cup butter. Stir in the bread crumbs. Spread the mixture on top of the mac and cheese.
  • Bake for 20-25 minutes at 350. The top should be turning golden brown and the mac and cheese should be bubbly.


*Or you can omit the cream and do 1 cup milk total. If you're not in it for the win.
**Cheese of your choice. I did half sharp cheddar and half Monterey Jack.
Make ahead: You can assemble this (without the crumb topping) ahead of time (1-2 days), and store covered in the fridge. Add the crumb topping and then bake when you are ready to serve. You will have to bake it longer if you put it in the oven cold, I would guess at least 30-40 minutes.


Serving: 1cup | Calories: 729kcal | Carbohydrates: 51g | Protein: 28g | Fat: 46g | Saturated Fat: 28g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 13g | Trans Fat: 1g | Cholesterol: 137mg | Sodium: 1060mg | Potassium: 259mg | Fiber: 2g | Sugar: 4g | Vitamin A: 1426IU | Vitamin C: 1mg | Calcium: 585mg | Iron: 2mg
Course: Side Dish
Cuisine: American
Calories: 729
Keyword: cheese, mac and cheese, Macaroni, Macaroni and Cheese
Did you make this? I'd love to see it!Mention @thefoodcharlatan or tag #thefoodcharlatan!

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  1. 4 stars
    I make this every year for Thanksgiving and my family loves it, but I always have to modify it and can never remember exactly how so I’m finally commenting so maybe I’ll remember. 

    1. Definitely gotta salt the pasta water, there is not enough salt in this recipe idk what you’re talking about. I’ve used both salted and unsalted butter and either way, needs more salt. 

    2. I need to use WAY more liquid as I’m making the cheese sauce, or it turns into a cheese block. I’m not sure how much extra I add, somewhere between 1/2 and a full cup probably. I make according to the directions then as I’m stirring in the cheese I add splashes of heavy cream as needed. I keep the sauce on low-medium heat to help the cheese melt. 

    3. I omit the cheese slices but shred extra cheese and use that instead. I also top with a little leftover extra shredded cheese (before bread crumbs). 

    4. Add garlic powder to the bread crumbs. 

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