Creamy Macaroni and Cheese Casserole

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This homemade Macaroni and Cheese Casserole is a show stopper! Not only is this creamy mac and cheese recipe easy to make it, has a special ingredient making it extra delicious!  This dish has so much velvety cheese in a quick homemade sauce and once you try it, this is going to be the only macaroni & cheese you make!

This Creamy Mac and Cheese Casserole is a show stopper! It's easy to make with tons of rich cheese sauce and a secret ingredient making it extra delicious!

How to Make Creamy Mac and Cheese

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Hello, my name is Holly and I am addicted to Macaroni and Cheese.  It is literally my favorite thing to eat on the whole planet!  I love crock pot mac & cheese, stove top mac and cheese or even out of a little blue box.

Of all of the mac and cheese recipes, *this* little gem right here is like striking mac and cheese gold. It is definitely the best macaroni and cheese casserole ever and always gets rave reviews! Take it from me, I definitely should know!

It’s pretty quick to make from scratch and extra cheesy and delicious!  Now, this recipe has a special ingredient that makes it extra yummy…  AND it is optional.  The addition of the cheddar soup makes the sauce a little extra velvety and just adds a little something.  If you don’t happen to have it on hand (or just don’t want to use it), this recipe is still ridiculously great without.

For the light cream, I use a cream that is about 10-12%MF or half and half.

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Creamy Mac and cheese has tender macaroni noodles loaded with mounds of velvety cheese sauce. This the most incredible baked macaroni you've ever had!

Tips to Make Creamy Mac & Cheese

  • Cook your pasta al dente (firm) as the noodles cook extra in the sauce and you don’t want them mushy.
  • Don’t forget to salt your pasta water.
  • While not everyone agrees with rinsing the pasta after cooking, in this particular recipe it stops the noodles from cooking and the sauce is created with a texture that pairs perfectly with the rinsed noodles.
  • A sharper cheddar cheese will add a stronger cheese flavor.
  • Pre-shredded cheeses contain additives to keep it from sticking together which affects the way it melts.  The sauce is best if you shred your own cheeses.
  • Allowing the baked macaroni and cheese to rest for a few minutes after baking will thicken the sauce.
  • Most importantly of all… Do not over bake this recipe.

When cooking your macaroni noodles, cook them according to the package directions but you want them to be still firm.  If your package says 6-8 minutes, just cook them 6…  you get the idea.

I choose not to top this casserole with a bread crumb mixture but if you really like bread crumbs on your macaroni and cheese, by all means, add some! Just mix 3/4 cup bread crumbs (panko is best) and 3 tablespoons melted butter with the topping cheese.  Sprinkle on top before baking.

This recipe makes an extra saucy creamy macaroni.  Do not over-bake this recipe.  You want it creamy and rich, over-baking will cause it to dry out.  I found that 20 minutes was perfect in my oven…  note that the recipe will thicken slightly while standing.


Creamy Macaroni and Cheese Casserole

This Creamy Macaroni and Cheese Casserole is a show stopper! Not only is this mac and cheese recipe easy to make it has a special ingredient making it extra delicious! This dish has so much velvety cheese in a quick homemade sauce and once you try it, this is going to be the only macaroni & cheese you make!

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Ingredients:

  • 12 oz dry macaroni
  • 1/4 cup butter
  • 1/4 cup flour
  • 1 1/2 cups milk
  • 1 cup light cream (about 10-12% MF)
  • 1/2 teaspoon dry mustard powder
  • 1 teaspoon onion powder
  • salt & pepper to taste
  • 1 can condensed cream of cheddar soup (optional)
  • 4 cups sharp cheddar , divided
  • 1/2 cup fresh parmesan cheese

Directions:

  1. Preheat oven to 425 degrees.
  2. Cook macaroni according to package directions. Drain and run under cold water.
  3. Melt butter over medium heat in a large saucepan. Whisk in flour and let cook 2 minutes while stirring. Slowly whisk in cream, milk, mustard powder and onion powder. Cook over medium heat while stirring until thickened.
  4. Remove from heat and stir in parmesan cheese & 3 cups cheddar cheese until melted. Add soup if using.
  5. Toss cheese sauce & macaroni noodles together. Pour into a greased 9×13 pan. Top with remaining cheese.
  6. Bake 18-24 minutes or until bubbly. Do not over cook. Cool 10-15 minutes before serving.

Nutrition Information

Yield: 8 servings, Serving Size:

  • Amount Per Serving:
  • Calories: 472 Calories

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This Creamy Macaroni and Cheese Casserole is a show stopper! It's easy to make with tons of rich cheese sauce and a specail ingredient making it extra delicious!

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How to Make Creamy Macaroni and Cheese Casserole

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Holly Nilsson

Holly is a wine and cheese lover, recipe creator, shopping enthusiast and self appointed foodie. Her greatest passion is creating in the kitchen and making deliciously comforting recipes for the everyday home cook!

366 comments on “Creamy Macaroni and Cheese Casserole”

  1. This mac and cheese looks luscious and creamy. The cream of cheddar soup is such a great addition and provides that extra creaminess and richness.

  2. This is an amazing Mac and Cheese recipe. We made it last night and loved it!! This is now my go to recipe and so quick to make!

  3. Great recipe, thanks for sharing!! The cream of cheddar soup gives it the perfect creamy consistency! Sooooo good!!

  4. When you say light cream, does that mean whipping cream?? I lack in the cooking dept!

  5. Thank you for leaving off the bread crumbs. Ever since I was a little kid, I’ve hated crumb toppings on mac-n-cheese. I know a lot of people like it, but it’s nice to see photos without it. I would also leave out the soup. Plenty of goodness in the cheese sauce you make.

    • I’ll bet the soup really adds a special taste. I have a friend who stirs crushed soda crackers throughout the mac and cheese. I have always liked it, and it was such a different addition.

    • I prefer not to use canned soups. Hopefully, leaving it out will not take away from the final result.

      • You need the soup. I made it without and it wasn’t the same as when my friend made it for thanksgiving. It was more dry than it should have been and I don’t like using canned soups either, but from now on I will use the soup in this!

      • You could use a can of condensed cheddar cheese. Sams club sells Rico condensed cheddar cheese and in the ethnic dept of supermarkets you can find smaller cans of it.

  6. OMG this recipe was so easy to follow!!! Kids and hubby loved it and went back for seconds!! Will become a regular at our place!!!

  7. Should I use fresh “grated” parmesan or fresh “shredded” parmesan?

  8. Hi, this recipe sounds amazing! I don’t think we have the cheddar soup over here in the UK, so would I need to sub something in its place or add extra milk/cream or would I just leave the soup out completely? Thank you

  9. I have to make this gluten free so I will buy gluten free macaroni and use corn starch instead of flour. I know this will be delicious. Bisquick makes a gluten free flour, could I use that instead of corn starch. If the corn starch would work how much should I put in to thicken the sauce? Thanks for your help.

    • While I haven’t tried it, 1 part cornstarch replaces 3 parts flour so in this case you would need about 1 tablespoon + 1 teaspoon of cornstarch to replace the flour. The method would be different in that you would need to mix the cornstarch directly into the cold milk before adding it to the pan (and not into the butter beforehand).

      Please let us know how it works out for you!

      • I cook gluten free, and what I use is a good all-purpose gluten free flour that does not have xanthan gum in it. I do this for gravies also because corn starch breaks down if the dish is not all eaten right away.

  10. I wish there was a way to print it without using 9 pages

    • Below the second photo, you will see a pink bar with the recipe title on it. On the right hand side there is a “print recipe” button. It will print on a single page.

  11. This was so good! My seven year old had seconds. It’s just the two of us so I put it in two small casserole dishes and put one in the freezer for next week.

  12. I made this last night and loved it! I am always on the lookout for a good mac and cheese recipe and this one fit the bill…definitely a keeper. I used the soup and fyi, since the pasta came in a 16oz package I used all 16oz instead of just 12oz and there was plenty of sauce. And I do love a lot of cheesy sauce. Yummy!

  13. I just bought regular whipping cream since they didn’t have light. Will that be OK? Also, when the recipe calls for milk can I use skim milk? Thank you in advance. I plan on making this tonight.

  14. Just wondering if this could be frozen?

  15. This is the absolute best Mac n cheese I have ever had. The leftovers are just as good! I will never look for another recipe again! The cream of cheddar is what makes it!

  16. We like using whole wheat noodles. Do you think they will affect the taste?

  17. Hello I have a question when u say light cream do u mean light sour cream or something else please explain I want to make this for thanksgiving looks delicious THANKS in advance
    Miesha!!!!

  18. This looks delicious and we plan on making it! Question though: could you prep the noodles and cheese mixture at night and then throw it in the oven in the morning or do you have to do it all at once?

  19. Do you think that after the casserole is out of the oven can you put in crock pot to keep warm until served?

  20. I have everything but the mustard powder. Do you think this is a huge part of the recipe or will it be fine without??

  21. Next time I make it. ..and it will be soon. ..I feel either 16oz of noodles or perhaps even some cauliflower would be appropriate. It seemed there was plenty of sauce to accommodate more. I may even go crazy and experiment with other “cream of” soups. Yeah. …I know. ..but I live dangerously.

    • LOL… gettin’ crazy in the kitchen! :) I really love the idea of adding some cauliflower! I’d love to hear how your escapades turn out!

    • My mom uses cream of mushroom and it’s really good also. I personally don’t add it to mine but if you want to use soup it’s a good alternative.

  22. I made this as a first timer in the macaroni field, and I’m a rookie in the kitchen. I do not know how to measure a cup of cheese. I figured a pints a pound the world around, so I just used 8 oz of cheese per cup and whoa too much! Help me out here, are you talking shredded cheese? By the way, I received many compliments on my attempt. Thanks.

    • A cup of cheese would be about 4oz. You are correct in that 1 cup is 8 fl. oz (for liquid) which is a volume measure. Weight measures are not always the same. Hope that helps!

      • Holy catfish! How did I not know this?! Thank you so much for pointing this out! I plan to try this recipe this week. My family loves velveeta in their mac and cheese, but ‘m a fan of real cheese. Can’t wait – it looks so delicious!

        • A kitchen scale is invaluable!!! Only like $9.99 on Amazon too! Million times easier to measure things correctly like loose stuff such as shredded cheese!

      • I am still confused about the measurement of the cheese. Are you seeing instead of 1-8 oz. cup, use 1/2 C to equal 1 cup of volume? I only have regular measuring cups.

    • One 8 oz package of block cheese yields 2 cups shredded so you will only want to use 1/2 block for one cup.

  23. I just made this and it’s great! I made one small change in reserving a little of the Parmesan cheese to put on top with the rest of the cheddar as well :).

  24. Hi,
    I want to make this for Christmas. I have regular cheddar cheese soup that asks for a can of milk to be mixed with it. Will that work ok?

  25. This is one of our favorite mac and cheese recipes! Since I have found it, I have made it four times! Will be making it for our family Christmas dinner! It is probably the best mac and cheese I have had, so creamy and such a comfort food! YUMMY!

  26. Hi there, can I make this a day before and then bake before serving?

  27. This receipe is a dream! I’ve made it for thanksgiving and christmas. My mother who hardly eats anything I cook even loved it. I searched all over the internet for the perfect mac and cheese receipe. Decided to take a chance on this one. It’s so creamy and even better the next day!

  28. Made this tonight and it was so delicious. Very creamy and a perfect mix of flavors

  29. Holly, thanks! I’ve been looking for a mac and cheese recipe for my potluck tomorrow. I think yours is the winner. Have you ever added any meat or veggies to your recipe before? I was thinking about adding in some shredded chicken or bits of butternut squash with a little bit of sage to the recipe.

  30. Looks delicious

  31. How does this recipe keep? I want to make it a day ahead..

  32. I made this tonight, and it was AWESOME! I was afraid of it being too saucy (therefore soupy), but it was actually the perfect consistency. I think the key is really following the directions — don’t overcook the macaroni in the first step so it can still soak up some of the moisture when it bakes in the oven. Also, allowing it to rest for about 15 minutes after it comes out of the oven helps the sauce to thicken (don’t worry, it’s still plenty hot enough to eat!) I didn’t have any cream or milk on hand, so I used half-and-half for each (so 2.5 cups total). I did use the cheddar cheese soup, and I think that’s what helped keep the sauce so velvety. Some recipes I’ve tried before ended up with a clumpy sauce after it sits. Thanks for a great recipe!

  33. Sounds soooooo good. Going to try, thank you.

  34. The best Mac and cheese ever! Thanks

  35. I never leave comments on recipes I try but I have to leave one here. This mac and cheese is so delicious and will now be my go-to recipe. Thank you so very much for sharing!

    • <3 Thank you so much for taking the time to comment Candace! I'm glad you loved this, we love it too... definitely my personal favorite!

  36. Delicious! My wife and I just made this recipe for my birthday and I couldn’t stop serving more! Thank you :)

  37. How many people will this size dish feed??

  38. Hey! Thanks for the mac and cheese recipe. Can’t wait to try it but was wondering if I can leave out the light cream if I am using the cream of cheddar soup??? Thanks

  39. Hey Holly, thanks for the Mac and cheese recipe. If I’m using the cream of cheddar soup can I leave out the light cream? Thanks

  40. Enjoying all the recipes. You place a different way of making the most of each recipe.

  41. I’m no longer using anything else! I thank YOU SOOOO MUCH! This is the best macaroni ive ever had and it will be a family staple for years to come!

  42. What does the dry mustard do? I’ve seen this in other Mac and cheese recipes. I don’t usually buy dirty mustard but was curious what it does.

    • It adds a little bit of flavor and sharpness to the sauce (almost like adding white pepper). If it’s not an item you usually buy and you’d like to give it a try, you can usually buy it in the bulk section and a couple of small spoonfuls will likely cost less than $0.50. :)

  43. Can you make the night before and put in the fridge until ready to bake?

  44. Looks so yummy! Going to make it for the kids later this week! Just wondering if the four cups of cheese is 4 shredded cups? Or do you just use block cheese and measure it out that way? Thanks!

  45. I am going to make macaroni and cheese recipe today my granddaughter loves it and I am sure she will love this better .

  46. Do you cook you soup first with can milk? Or just add it from the can?

  47. Is the 12 oz dry macaroni by weight or volume ?

  48. Looking forward to trying, sounds delicious!! Can this be made the night before and baked the next day?

    • Yes, it can be made the night before. I’d recommend leaving on the counter for a little bit before baking and you may need to adjust the baking time by a few minutes if it’s cold.

  49. Never heard of putting flour inn he Mac and cheese.

  50. I add 8oz of cream cheese…

  51. Do you bake this covered or uncovered? :)

  52. This dish was so creamy and cheesy. It took a lot of cheese but it was worth it.

  53. Im so excited to try this recipe! I even copied the link to my homepage on my phone! :D I would have never thought to use the soup in it but it makes sense that it would help make it creamier! Mac and cheese is one of the few foods my 2 1/2 yr old will eat so I’m sure she will love it!

  54. Hi, can I double this recipe without messing it up? Also what changes would I make to the cook time? Silly question, but I can mess up any good recipe!!

    • Great question! Yes, you can easily double this recipe. It make take about 10-15 minutes extra cooking time, you just want to make sure the center is nice and hot and the cheese is melted and bubbly.

  55. I made this recipe. Adding little bit of spicy jack cheese.
    I also grilled chicken on the bbq and diced it added to the mix, some left over bacon I diced up added as well.
    Was a complete meal.
    Very yummy

  56. Have you tried making this recipe on a grander scale? I need to make this for 100 people and this looked like just the recipe to try!!

    • I have tripled this recipe before. It worked perfectly however the cook time is slightly longer and you may need to stir the casserole part way through cooking and then top with just for the last half.

  57. Can you prepare this recipe ahead of time, refrigerate it, then bake it prior to serving? I am planning to make it for my kids birthday and wondering if I could make it the morning of other than cooking it during the party.

  58. Would it be ok with out the light cream?

    • While I’ve only made this as written, you could substitute the light cream with milk or evaporated milk and it would likely be great. It may not be quite as rich but still yummy!

  59. Can I use something else besides the light cream?

  60. How many people does it serve?

  61. This is big how does it reheat?

  62. Instead of dry mustard I use a sort of regular mustard still gives it a nice zip

  63. My daughter and I followed this recipe step by step and it turned out as good as it looks in the picture. After baking 20 mins in the oven the texture turned out perfectly…nice and creamy. This recipe is definitely a keeper! Thanks Holly for sharing!

  64. This was quite good. Next time I will cut back on the onion powder, as I thought it was a bit overpowering.

  65. My husband loves this with creamy blue cheese sprinkled all through it – yum

  66. I would like to receive your recipes. But don’t have any money to buy in to any thing.

  67. This is how my grandmother taught me and so i have always made mine like this but i also add an egg to my cheese sauce and a 12 oz pack of mozzarella cheese. Oh so Good!

  68. Can this be made ahead of time and put in the oven prior to serving?

    • Yes. I would recommend removing it from this fridge at least 30 minutes before baking. You may need to adjust the cooking time slightly to ensure it is heated through.

  69. What is the light cream?

  70. Hi holy

    Love the recipe I tried this instead of mine because it was easier to make and kids loved it I have a favorite that I make on holidays and birthdays it has 10 different chz with a homemade bread crumbs topping will post soon and show you thanks for all the great recipes

  71. Recipe looks great, but like nearly all recipes that tell you to “put in oven x minutes” it doesn’t specify whether to cover or not. So which do you do?

  72. I think this is a really good Mack and cheese. Think I will try it.

  73. I am going to make this for my daughters birthday party in a large buffet tray. Have you ever doubled this recipe? Any special modifications you would consider?

    • I have successfully doubled this recipe. If you are cooking in two 9×13 pans the recipe should remain the same (you’ll likely bake it to the longer end of the time).

  74. My macaroni and cheese always gets gummy and clumpy the next day. What do you think I’m doing wrong?
    Thanks!

    • You’ll want to be sure you don’t over bake your macaroni. Leftover macaroni and cheese does tend to be a little bit thick, I usually add in a little bit of milk/cream when reheating and gently stir a couple of times. I’d recommend reheating over medium heat.

  75. Would be nice if there was a print link.

  76. I’ve just made this in the “bush”. I’m currently in Musina (a dusty town in Limpopo, the Northernmost province in South Africa), for 2,5 weeks with my husband. It isn’t exactly the “bush” but it’s fairly close , sort of like a frontier town.

    I just had a yearning to make this when I saw the post on FB.

    We don’t have everything we need up here and when I told my husband what I was thinking he was all “Are you sure you want to do this? Pasta is full of gluten and its GMO to boot.”

    I said “Yes, I am sure I want some gluten, I’m very sure I want Mac and Cheese. I haven’t had it for yonks.”

    He wasn’t too convinced and to be honest I was worried because although I love pasta and the creamy Mac and Cheese was calling to me, I knew I would pay the price later.

    So we got what we could from the Musina Spar, and I made a few small adjustments, some to make him (and me) happy, others because we are in Musina and can’t have everything we want .

    So, I had brought some lovely organic grass-fed cream from home in Joburg, and further we bought some mediocre cheddar, full cream ultra pasteurised milk, corn flour (Maizena), unsalted butter (no salted available so can only assume there must be some bakers in this small town), the macaroni pasta and frozen peas and some delicious biltong (from the local Bakgat Biltong, biltong is a type of dried meat, like jerky). Unfortunately no cans of creamy cheddar soup to be had.

    We also don’t have many tools in our kitchen but we found a way.

    I sautéed finely chopped onion in the butter without colouring it, then added the corn flour and some English mustard because it was on the counter, and cooked it before adding the cream, milk, salt and pepper. I added frozen baby peas to the béchamel as well and brought the sauce to a boil.

    We boiled the pasta until very al dente, then put the pasta back into the pot. I added the béchamel to the just drained pasta, loads of grated cheddar and shredded biltong (our pot was too small to add the cheese to the béchamel sauce).

    We vigorously mixed it all so the cheese was mixed throughout and spooned the mixture into a buttered (greased) baking container and it went into the oven for about 15 min.

    It was delicious, not as creamy as your Spend with Pennies recipe will be, but it went down very well.

    I’m now having a lie down. Not very uncomfortable yet, and it was worth it. So sinful and so full of carbs! Sometimes I have days like today, where I can’t stop myself from enjoying something that isn’t good for me .

    Now, when I feel this way again and I’m home in Johannesburg, I’m going to find that can of cheddar soup and I will do it your way. I can’t wait.

    • I love your adaptations I’m sure some of the fresh products you added were delicious in this recipe (as frozen peas would be too). I’m so glad you enjoyed it.. and I agree, we all need to indulge a little from time to time!

  77. Lol to see this. Because i always see these food posts and crave them but this is in my fridge now!! WOOT WOOT!!
    This is my EXACT recipe for baked mac and cheese which I just made my kiddo yesterday and I always serve it with little smokies in the crockpot simmering with a bottle of bbq sauce on the side perfect pairing. Only modification I do with this recipe is I splurge and use cavatopi noodles they are SO SO SO MUCH BETTER for this dish and I use the large bag of shredded cheese that is already the mix of white and yellow shredded and put more cheese on the top than this. I also bake mine @ 375 for 35 min and the cheese on top gets that perfect nice golden brown crisp. Also before baking I sprinkle the top evenly and sparingly with paprika for added taste and more eye appeal of a golden top when it comes out of the oven all bubbly. This is one of my sons absolute favorite meals. Add greenbeans cooked with smidge of vinigar and handfull of bacon bits along with a buttery croissant on the side then finishing with a wedge of watermelon or bowl of sherbert… Damn good dinner. #comfortFood #SoulFood

    • I’m going to take your word for it and try it with cavatappi… and the paprika would definitely make it look great (especially since I take photos of my food : ). Love the side suggestions, thank you for sharing!!

      • Cavatappi is the best! The recipe came out delicious using it; I love the way it “holds” the cheese. :)

  78. Made this Mac and cheese…..and promptly threw away all of my old Mac and cheese recipes! I used 2 cups of elbow macaroni for the 12 ounce portion. I used the cheddar cheese soup, as well. I only had 3 cups of cheddar cheese and 1/4 cup fresh Parmesan. I would have liked the cheese topping, but since I didn’t have the extra cup of cheese, I made the panko topping. It really was the best! Thank you for the yummy recipe….creamy and good!

  79. Can I make it ahead of time and put in the fridge? Heat it up when we get home for dinner?
    Thanks

  80. I made this on Monday (8/15/16) It was so good!!

  81. Can I use half and half for the cream? And also, I saw someone commenting on how 4 whole cups of cheese was too much. I am confused about how much to add now. So 1 cup of cheese is really 4 oz not 8 oz?

  82. Are you able to make this in advance & bake the next day?

  83. This looks amazing!!! However, a little worried to using cups as measurement, as don’t know what size of cups to use! Could you give it in ounces please? X

  84. Next time I would leave out the onion powder!!!

  85. This looks so delicious. Have a receipt almost the same, only I don’t cook the macaroni. It cooks as it is in the oven.

  86. I made this tonite and my family loved it!! I know I’ll be making it often!! Amazing twist and rake on the classic mac & cheese!!

  87. Tried the Mac and cheese tonight it was great.

  88. Can I make this the night before so the kids can pop it in the oven so dinner is ready when I get home? Just worry it will dry out. Thoughts?

  89. I’m sorry what is light cream. What section in the groceries store I found that at?

  90. Great recopes to make this fall!! I can’t wait to make them all!! Than you!!

  91. Can you freeze this after cooking?

  92. This is not a casserole. This is one item in a casserole dish. Putting something in a casserole dish does not make it a casserole. You could put this in a coffee pot and it would still just be macaroni and cheese.

  93. Made this tonight and it was soooooo good. thanks for sharing!

  94. HI! How would this recipe work to take to a kids function? Would it stay fairly saucy or would it goob up like regular mac n cheese? Thanks!

  95. I’m thinking bout making homemade macaroni and cheese for the holidays this year. I wanna try something different. I hope it turns out good. :)

  96. Have you every prepped in the night before and then kept in the fridge unbaked until the next day? Just wondering if that is an option that still turns out well :-)
    Thanks!

    • You can prep this ahead of time. I would suggest taking it out of the refrigerator for at least 30 min before baking. You may need to increase the cook time slightly.

  97. going to try it but wondering about serving size not stated ,how many would this feed aprox.?

  98. Can’t wait to try this!

    Thanks!

    Judith Smith

  99. This is not a casserole.

    • According to Dictionary.com (#2) this would be classified as a casserole.

      casserole
      [kas-uh-rohl]
      noun
      1. a baking dish of glass, pottery, etc., usually with a cover.
      2. any food, usually a mixture, cooked in such a dish.

  100. Have you tried doubling this recipe?

  101. I accidentally got grated instead of shredded parm but it’s still freash. How bad will that change it?

  102. I made a very similar recipe to this a while ago. Unfortunately for me the soup just ruined it. I used Campbell’s cream of cheddar and it even smelled horrible. I will make this one but definitely leave out the soup!

  103. Hi Holly,

    I plan on making this recipe for a Baby Shower I am having. Do you think it would work if I made it the day before, put in individual foil ramekin cups and baked the next day? How long do you suggest baking? Recipe sounds delish!

    • Yes. I would recommend removing it from this fridge at least 30 minutes before baking. I can’t say for sure how long they would take in individual cups, you more want to heat everything rather than cook it. I’d think about 18 minutes would be good.

  104. I have made several different homemade Mac-N-Cheese recipes over the years, and this one is by far the best i have had! (and also probably the least expensive to make!). Creamy and delicious, and heatens up so well the next day (others have been so dry). Made it just as you wrote, and it is Perfect!

    Thank you so much! It is now a part of my ‘permanent’ recipes, and i will never try another mac-n-cheese recipe.

    • That is awesome, Cheryl! Thanks for sharing. I’m glad you liked the recipe because it’s one of my favorites!

  105. Scan this recipe be made ahead of time? If so would you bake and reheat?

    • Yes. I would recommend removing it from this fridge at least 30 minutes before baking. You may need to adjust the cooking time slightly to ensure it is heated through.

  106. Thank you for this recipe, I am anxious to try it. I’ve never tried Parmesan cheese in Mac & Cheese but it does sound good. I don’t care for the bread crumbs on mine either, while growing up my Parents always made it that way & I never liked it.

  107. Awesome webpage you’ve in here

  108. SOOOO Yummy!!! Just made it! Eating a big bowl right now!!!! Not your average mac and cheese when you add the cheddar soup. Delicious!!! May I link here from my blog?

  109. Can i use Velveeta with this recipe?

  110. Just put this in the oven. I did use the Cheddar soup and 12 oz of pasta. Next time I will use the entire box of pasta (16oz) Looking forward to dinner!

  111. I can’t seem to get the little chunks of butter/flour out of the milk/cream mixture. Any pointers to make it smooth before adding the shredded cheese?

  112. Hey!! This will be my second Thanksgiving and Christmas making your recipe and everyone loves it. Question, is I added 2 or 3 eggs for some who prefer the more thick casserole, do you think that will mess it up? Or should i just leave it how it is?

    • I’m so glad your family loved this recipe!

      I haven’t tried it with eggs so I can’t say for sure. This recipe is very “saucy” so if you wanted it thicker you could certainly try adding the eggs or maybe add some extra pasta so there is more pasta in the sauce. I’d love to hear how it works out for you!

  113. What do you use for the cream??

  114. This was delicious! I made it for a potluck and it went quickly. Luckily, there was just a little left for a midnight snack for this prego :) I used all 16oz of macaroni as some other posters have mentioned. There was enough sauce to cover that extra macaroni. Will make it again!!

  115. Has anybody tried freezing this recipe and heating it up later? I’m looking for recipes to make pre-baby and this just looks oh-so-good! Thank you!

  116. Salt and pepper are listed in the ingredients, but not in the steps?

  117. Hi there! I am wanting to make this for Thanksgiving. I would like to cook/prepare everything at my house and then warm it up or finish the cooking at their house (its about a 20 minute drive to there place)… What would you suggest? I was thinking of doing all the steps and putting it in the fridge until we are about to leave and continue with step 6 at their house. Do you think it would turn out okay?

  118. When you cook/boil the macaroni, do you make it aldente, so it finishes cooking in the oven? Or do you just cook it all the way?

  119. Good Morning! I just found your recipe last night and was wondering how you thought it would fare being kept warm in a crock pot (or being ‘baked’ in a crock pot)?

    Thanks so much for your input and have a wonderful holiday season!

    • You could keep it on warm for a little while (it’s very saucy so it would likely work well). If dairy gets too hot in the slow cooker it can separate and become grainy so you’ll just have to monitor the temperature to make sure it stays warm but not too hot.

  120. Hi Holly! Quick question & im sorry if 40 other people have already asked you this, I tried reading through the comments but there are just too many!…very popular recipe! So my question is, can this be baked the night before & thrown in the oven to reheat the next day?…..or should I just prep & assemble it & baked for the first time the next day?

  121. I am making this for 8 people would I need to add to anything for this? Also, what size baking dish do you recommend?

  122. Do you use all purpose flour or self rising flour?

  123. I need to double this recipe, does the cooking time remain the same?

  124. What do you mean by light cream? Like reduced fat milk?

  125. I add chopped up broccoli and sausage (removed from the casing and fried up like ground meat) to my mac and cheese and it’s delicious! The spices in the sausages add loads of flavor. And broccoli and cheese…. Come on, who doesn’t love that! Lol.
    Plus it’s a good way to get your veggies, just cover it in cheese!
    FYI Re: freezing it is just fine. After its all cooked, let cool, cover in foil, then put it in a freezer bag sealed tightly. To reheat, thaw in the fridge overnight, bake at 375 with the foil on for 30-40 minutes. Remove foil and bake another 15 until heated through.

  126. Hi! I’m needing to make 2 of these 1 for a thanksgiving lunch at noon and then 1 for 4pm the same.day. do you suggest baking them both at the same time or can I put the 4pm dish together and bake it when I arrive at my in laws?

  127. Hi I was just wondering if when you add the onion powder and the dry mustard powder if it is really noticeable when eating? I don’t like mustard or onions and some family members don’t either so I was just wondering as I might make this for thanksgiving. Thanks!

    • The mustard powder doesn’t add a mustardy flavor at all. I personally like the flavor of onion powder in this dish so it’s hard to say however you could certainly reduce the amount.

  128. Hello would you suggest I take it out 30 mins from my fridge before baking it and how much longer would you suggest baking it for?

    • Yes, I would suggest you take it out of the fridge 30 minutes before baking. You may need to add an extra 5-10 minutes, you will just want to check that the center is hot and the cheese is melted and bubbly.

  129. Hi,
    I bought coffee creamer as the light cream, will this be ok?
    Thanks!

  130. I’m making this for thanksgiving. I plan on making before we head over to friends for dinner. It’s a bit of a drive. How can I prep then just pop in my friends oven when I get there? Will this. Enok? Will it still turn out?

  131. Parmesan cheese from a bottle or shredded?

  132. I do not have a 9×13 dish. Do you think I could use my 2.75 quart dish?

  133. I made this few weeks ago and every one had seconds and thirds. I’m making it for thanksgiving. YUMMY

  134. Is this something I can make ahead of time and then just pop it in the oven before eating?

  135. What are the measurements if your using 16oz of pasta?

    • You would want to add 1/3 extra of all of the other ingredients.

      • My store didn’t have the cheese soup, they were all out. I bought cream of chicken. After reading all the comments, I’m torn between adding the chicken soup or just leaving it out. What do you suggest?

        • I would suggest mixing everything together without the soup including the pasta. Once it’s all mixed (before you put it in the pan) have a taste. If you decide to add in the cream of chicken soup, you can certainly add it in at that point, stir well and then put it in your 9×13 pan.

  136. This turned out great! Thank you. I will say I was hesitant in using canned soup. With that being said I actually tasted the sauce before adding the soup and it was delicious on its own. I decided to then add the soup and it was great too. I have picky mac and cheese critics (kids) and they are happy. I didn’t bake this. I cooked it this morning for Thanksgiving, did not top it with the final cheese yet. I placed it in crock pot on warm and later when guests arrive I will place remaining cheese on top. I doubled the recipe for a large croud and used 16oz boxes. Plenty of sauce.

  137. I used block cheddar cheese (cut into squares) and it took a long time to melt. Also, step 3 the stuff did not thicken. Did I do something wrong? I still think it will turn out great, but just took longer to prepare for me.

    Happy Thanksgiving!

  138. I made this for thanksgiving! It turned out so creamy and Delicious, although next year i think i’ll add a few more noodles

  139. Oh my! This recipe is now my go to Mac and cheese. This was a hit as a part of our Thanksgiving dinner. Thanks for sharing.

  140. I made this for Thanksgiving yesterday and it was a hit!! Also just as delicious as leftovers the next day :-) Thanks for the recipe!

  141. I love macaroni and cheese

  142. I like marcoroni & chese

  143. This was fabulous!!! So creamy and tasty! The family loved it!

  144. This is my go-to recipe. I don’t follow it EXACT, but 90% I do. I’ve tried hundreds of Mac & cheese recipes, and this is by FAR the best base recipe I’ve ever used so am keeping it. I add 8 oz of cream cheese and it really adds flavor!! Then I add a touch more milk so it isn’t too thick. Sometimes I cook bacon and throw that in, and sometimes (if I’m not lazy), I crush up Ritz crackers with melted butter and top it with that. It’s WAY better than bread crumbs. My mom’s bday is today and this was requested, so since I’m once again back at this recipe, I thought I’d finally add a comment since it’s my go-to :-)

  145. Can I use the bagged shredded cheese?

  146. This is pretty close to my grandmother’s recipe what she would make for me every weekend. I miss her so much and her Mac and Cheese.

    She would change it up every once in awhile depending on who was coming to dinner. You know there is always a fussing or finicky eater. One of my favorite changes was to replace the Cheese soup with Tomato soup. So yummy! Or she would put down a layer of the Mac and Cheese, top with fresh sliced tomato then the remainder of the Mac and Cheese. She always topped hers with bread crumbs. Making this for Christmas dinner and know it will be delicious.

  147. I have to say that I love this recipe. I have made it a few times and my family loves it . I did not change a thing, or add anything to this recipe, thank you!

  148. I just made this for our early Christmas dinner tonight. WOW!!! This was the best baked macaroni and cheese I have ever made or eaten! We added some ham but next time I will add crab.

    I did not add in the can of soup and used a mix of sharp cheddar and co-jack. Because my 9×13 pans were in the washer, I used a deep 2qt casserole. Not a lot of crispy edges but lots of creamy mac and cheese!

  149. What kind of cream?

  150. I just made this last night and it turned out great Any tips on reheating without it drying out?

    • I sometimes add a little milk or cream when reheating if needed (and reheat on low or lower power in the microwave to keep the cheese from separating). :)

  151. Love this Mac & cheese recipe! Would like to receive your newsletter .Dolly

  152. Hi, I’m going to try this for a BBQ this weekend. I’m going to double the recipe and we planned on putting it in the smoker instead of the oven. Would I be ok to cook the noodles al dente? I know at the bottom of your recipe it says “don’t over cook” thank you!

  153. Has anyone ever doubled this recipe? I need mac n cheese for 20 people.

    • This recipe can successfully be doubled however I would suggest cooking it in two 9×13 pans. You may need to increase the cooking time very slightly with two pans in the oven.

  154. To begin, GOOD MORNING FROM LONDON ONTARIO CANADA…..
    I made this last night and OH MY GOD IT WAS AMAZING!!! I added Broccoli and Cauliflower and crossed fingers as i plated out some for my VERY PICKY Grandchildren! They totally DESPISE VEGETABLES!!! And to my surprise all 12 of my Grandchildren came back for seconds!!!!
    Thank you so much for making me the BEST NANA IN THE WHOLE ENTIRE WORLD!!!
    Again…… Thank you Thank you Thank you.
    Now i finally have my favorite Grandchildren asking for VEGETABLES!!
    God Bless you.
    April Lewis London ONTARIO CANADA.
    Ps: Im only 53yrs old and expecting another Grandbaby any day. So 13 its going to be and I can’t wait!!!!! Bring them them on!! After all God only gives you what you can handle RIGHT?!!!!

    • Good Morning April! I am so glad ALL of your crew of 12 Grandchildren loved this… great idea to add in broccoli and cauliflower!! :) And congratulations on number 13 on the day… so exciting to have a new little baby in the family to love! :)

      Have a great weekend!

  155. Is this good recipe to prep ahead of time to bake like the next day? I’ve made this several times and loved it.

  156. Thank you Holly for that delishous recipe for million dollar spagetti cassarole’ it was out-of-this-world. You are so kind.

  157. Hi Holly! First of all I want to say this is a great recipe. My family is hard to please when it comes to American dishes but they loved this one! I wanted to ask you if I should be using pre-packaged shredded cheddar cheese and Parmesan cheese or if I should grate the cheese myself?

    • Hi Caleb, Either way will be delicious! You can shred it if you have time, but your recipe won’t suffer if you use pre-shredded cheese!

  158. I had to go to the store to buy the cheddar cheese soup, and, dry mustard. I am going to be making this today.

  159. Made this man and cheese and it is wonderful and very creamy!

  160. So I would like to make this recipe for a party, and I will need to serve around 50. I’m planning to buy 2 big aluminum disposable pans, but I am wondering about the increase in ingredients. Sometimes when you double, triple, etc the recipe, certain ingredient amounts change.

    Any advice for making the recipe for that many people? And how much do you think I need to multiply the recipe by to get that large of an amount? Thanks!!

    • Oh, and amount of time to cook with a larger batch?

      • It’s hard to judge since I haven’t seen the pans you’re using. If using disposable pans they don’t hold the heat as well as a regular pan so if it fits, I’d suggest placing cookie sheets under them to help with heat. If stirring in between I would think in the range of 40 minutes. I hope that helps!

    • I have easily doubled this recipe and it’s worked perfectly so I’m sure increasing the ratios as written will work just fine. I would suggest making about 6x the recipe and dividing it over the 2 pans.

      When cooking it, you’re just really heating it since everything is already cooked. I would reserve the cheese you are topping it with and cook the two large pans stirring part way through cooking to ensure the middle is hot. Sprinkle the cheese over the pasta about 10 minutes before removing from the oven (you could broil it slightly just before serving if needed). Enjoy!!

  161. I skip all the multiple ingredients and have taken boiled macaroni and combined it with a big ole brick of Kraft cheese as needed and babied it through the oven process and it’s absolutely wonderful ! Much simpler and extremely good .

  162. My family loved this recipe! It was amazing. Thanks for sharing.

  163. Super good! It’s a keeper!

  164. Made this dish tonight and added a little chicken and broccoli. It was delicious and will be my go to Mac n Cheese recipe!

  165. I don’t usually comment on blogs, but I absolutely had to after making this recipe last night. It was wonderful!

    I didn’t have light cream, so I substituted it with 2 parts milk (2/3 cup) + 1 part heavy cream (1/3 cup) in addition to the 1 1/2 cups milk specified. Came out perfect! I made the béchamel on the stovetop with the heat set to 4 (just before medium) as not to burn the butter. Everything mixed and thickened wonderfully. I had started preheating the oven as the water was boiling for the noodles, so by the time it was ready to go into the oven it was hot enough that it only took the 18 minutes to bubble. I’ll definitely be making this recipe again!

    I wanted to note that in the ingredients you mention to use salt + pepper to taste, but you don’t actually dictate when they should be added. I assumed, of course, that they were to be added with the other spices, but you might consider mentioning that part to avoid any confusion!

    • I am so glad you enjoyed this recipe! I am glad you were able to make it work without the light cream!

  166. Made this tonight, and split the recipe in half. I forgot to buy the soup, so I made it without, and also used heavy cream since that is what I had on hand. I cooked it for 20 mins, and the noodles were perfect. My only issue was being able to “feel” the flour. Not terribly, but it was slightly gritty. Since I halved the recipe, there was very little flour and butter slurry to continuously mix, but I could have done a better job of getting it smooth. The flavor overall, was really good! I have some picky eaters in my house, and 2 of my kids really liked it, one of which doesn’t eat any mac and cheese I make whether it’s out of the box or homemade. He said it tasted like the school’s mac & cheese, and apparently that’s a compliment! I definitely recommend giving this recipe a try!

    • I am glad to hear that your family liked the recipe, Leah! The soup definitely helps to blend the flour for thickening without ‘feeling’ or tasting it.

  167. This is some awesome MAC AND CHEESE. Easy to make and delish! Been making it for years.

    Rating: 5
  168. Didn’t have the soup. Used a 3/4″ “slice” off a block of Velveeta and melted it with the cheddar. Everyone loved it. Also used 16 oz. noodles, and there was still plenty of cheese sauce. Will definitely make this again.

    Rating: 5
  169. My family deemed this “the best macaroni and cheese EVER!”

    Rating: 5
  170. Super good. Very creamy if you do not over bake. Follow the recipe I have tried many Mac and cheese recipes but this one is the Best. Thank you

    Rating: 5
  171. I always make this recipe and love it every time! The only thing is that I bake it for only 10 minutes because the sauce disappears if you bake it the full amount of time.  Definitely my favorite mac n cheese recipe!

    Rating: 5
  172. Best Mac & Cheese recipe ever!! I started making this last year for a grad party and everyone loved it!! Thanks

  173. I think this looks so delicious! Can’t wait to try this, but I do have a question I can not get to the store so for the cream can i use sour cream?

  174. I am a mac n cheese freak! I made this and I have got one WORD for this …..YUMMMMMMO
    This hands down THE BEST mac and cheese I have EVER HAD! I will continue to use this as my go to recipe. Thank you SOOOOOOOO MUCH FOR SHARING this.

    Rating: 5
  175. When you say Parmesan cheese, so you mean grated or shredded? 

    • You will want to use shredded parmesan cheese from the refrigerator section of your store (not the powdered grated parmesan).

  176. The holiday crowd will love ❤️ this!!

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