Homemade Mac and Cheese is a rich, creamy casserole and this recipe is truly my favorite!
Not only is this creamy macaroni and cheese recipe easy to make, it has a special ingredient so it turns out extra delicious!
This dish has so much cheesy sauce, it’s impossible to resist and once you try it, this is going to be the only baked macaroni & cheese recipe you’ll ever need!

Why This is Our Favorite Homemade Mac & Cheese Ever
Hello, my name is Holly and I am obsessed with Macaroni and Cheese. I love all kinds from crock pot mac & cheese to baked mac and cheese, or even out of a little blue box. Of all of the cheesy macaroni recipes, *this* recipe right here is the best mac and cheese recipe ever and always gets rave reviews!
- The sauce is from scratch and easy to make.
- This recipe is extra saucy.
- The pasta doesn’t get dry, it’s still nice and creamy even after it’s baked in the oven.
- It’s got great flavor, especially when using sharp cheddar cheese. (The sharper the better!)
- And most importantly, it’s the best homemade mac and cheese you’ve ever had.

Ingredients & Variations
PASTA: This easy mac and cheese casserole starts with elbow macaroni that is slightly undercooked so they don’t get mushy when baked.
Any short pasta like penne, rotini, or shells will work. Feel free to use gluten-free pasta or whole-grain pasta if desired.
SAUCE: A classic flour and butter mixture is used to thicken the cheese sauce. We add sharp cheddar and fresh parmesan for lots of flavor. A secret ingredient I love to add is condensed cheddar cheese soup (this is optional but recommended).
For extra richness, I add a bit of light cream to the milk. You can use all milk if it’s all you have.
VARIATION: This casserole has a simple cheese topping. But feel free to add a breadcrumb topping if desired.

How to Make Homemade Mac and Cheese
Making homemade macaroni and cheese (especially this 5-star recipe) is surprisingly easy and quick!
- Cook Pasta – Cook pasta al dente (slightly undercooked) drain & rinse.
- Make Sauce – A homemade cheese sauce with lots of cheese takes about 10 minutes. (more on the sauce below).
- Combine and bake – Toss sauce with pasta and top with remainder of shredded cheese.
- Bake (as per the recipe below) until golden and bubbly.
Mac and Cheese Sauce
The sauce for this easy homemade macaroni and cheese is a classic roux based cheese sauce. This just means fat (in this case butter) and flour cooked together and then liquid (milk) added! This sauce is incredibly rich and creamy making sure the macaroni and cheese is velvety smooth and extra creamy every single time.
Be sure to shred your own cheese for the sauce, pre-shredded cheese doesn’t melt as well.

The Best Cheese For Mac and Cheese
Sharp Cheddar is my first choice for flavor however you can certainly use your favorite cheeses. Mix it up and use a bit of gruyere, or even pepper jack for a little kick. If you have bits of cheese leftover, you can combine them all together in this easy homemade cheese sauce.
This recipe has a special ingredient that is a little bit unconventional but makes it extra yummy… AND it is optional. The addition of cheddar cheese soup makes the sauce a little bit extra velvety and just adds a little something. I think it’s much better than Mac and cheese with Velveeta! Give it a try! (You can find it at your local grocery store with the other condensed soups or online here).

Recipe Tips
Making Homemade Macaroni and Cheese is not difficult, but below are a few simple tips to make sure it turns out perfect and creamy every single time!
- Cook pasta al dente (firm) Otherwise the noodles cook extra in the sauce and can get over- cooked in the oven.
- Salt the pasta water It really makes a difference in the flavor of the pasta.
- Rinse the pasta after cooking While not everyone agrees, in this particular recipe the sauce is created with a texture that pairs perfectly with rinsed noodles. Rinsing with cold water stops the cooking process, too, ensuring that pasta won’t overcook and get mushy during baking.
- Shred the cheese by hand Pre-shredded cheeses contain additives to keep it from sticking together which affect the way it melts.
- Rest before serving Allowing the baked macaroni and cheese to rest for a few minutes after baking will thicken the sauce and allow the casserole to set.
- Watch the timer 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.

How to Make a Bread Crumb Topping (optional)
Combine the following and sprinkle over your casserole before baking.
- 3/4 cup bread crumbs (Panko Bread Crumbs are best)
- 3 tablespoons melted butter
- 1 cup sharp cheddar cheese
- 1 tablespoon parsley (optional)
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 find that 20 minutes is perfect in my oven, the cheese sauce will thicken slightly while standing.

More Macaroni Recipes You’ll Love
- Pulled Pork Mac and Cheese – so hearty
- Instant Pot Mac and Cheese – super easy!
- American Goulash Recipe (Tomato, Beef and Macaroni) – crowd pleaser
- Cheesy Beef & Macaroni Casserole
- Homemade One Pot Cheeseburger Macaroni – easy & quick!
- Crock Pot Mac and Cheese – reader favorite
- Baked Cauliflower Mac and Cheese
Did you love this Mac and Cheese Casserole? Be sure to leave a rating and a comment below!

Equipment
Ingredients
- 12 ounces elbow macaroni
- ¼ cup butter
- ¼ cup all-purpose flour
- 1 ½ cups milk
- 1 cup half and half or light cream
- ½ teaspoon dry mustard powder
- 1 teaspoon onion powder
- ½ teaspoon salt or to taste
- ¼ teaspoon black pepper or to taste
- 10.75 ounces condensed cheddar cheese soup 1 can, optional
- 4 cups shredded sharp cheddar cheese divided
- ½ cup shredded Parmesan cheese
Instructions
- Preheat oven to 425°F.
- Cook macaroni al dente according to package directions. Drain and run under cold water.
- Melt butter over medium heat in a large saucepan. Whisk in flour and let cook 2 minutes while stirring. Slowly whisk in milk, cream, mustard powder, onion powder, salt and pepper to taste. Cook over medium heat while stirring until thickened.
- Remove from heat and stir in Parmesan cheese and 3 cups cheddar cheese until melted. Add soup if using. Taste and season with additional salt and pepper if desired.
- Toss cheese sauce and macaroni noodles together. Pour into a greased 9×13 pan. Top with remaining 1 cup cheese.
- Bake 18 to 24 minutes or until bubbly. Do not over cook. Cool 10 to 15 minutes before serving.
Video
Notes
- Cook pasta al dente (firm) so it doesn't overcook in the oven. I usually undercook by about 1-2 minutes
- Rinse the pasta after cooking This particular recipe is designed for rinsed pasta. This stops it from cooking.
- Shred the cheese by hand Pre-shredded cheeses contain additives to keep it from sticking together which affect the way it melts.
- Rest before serving this will thicken the sauce and allow the casserole to set.
- Watch the timer Most importantly of all... do not over-bake this recipe.
Nutrition Information
Nutrition information provided is an estimate and will vary based on cooking methods and brands of ingredients used.
© SpendWithPennies.com. Content and photographs are copyright protected. Sharing of this recipe is both encouraged and appreciated. Copying and/or pasting full recipes to any social media is strictly prohibited. Please view my photo use policy here.












Enjoying all the recipes. You place a different way of making the most of each recipe.
Thank you Ann! I too love to see how other people put a spin on the recipes I make often!
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
The soup is used condensed so it’s much thicker than the light cream. You will still need the cream in this recipe. Enjoy!
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
You will need the light cream either way. :)
How many people will this size dish feed??
This serves 8!
Holly, if my grandson and granddaughter eat this, they will eat most of the 8 servings between them. HA They love mac and cheese and this sounds delicious!! They are coming to visit Memorial day, so I’m going to make this for them. :) Thanks!
I hope they love it as much as I do!! :)
Delicious! My wife and I just made this recipe for my birthday and I couldn’t stop serving more! Thank you :)
I’m so glad you loved it! Happy Birthday! :)
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!
The best Mac and cheese ever! Thanks
So glad you loved it!
Sounds soooooo good. Going to try, thank you.
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!
I’m so glad you loved it Natalie!
How does this recipe keep? I want to make it a day ahead..
Looks delicious
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.
I haven’t tried it but this one is very ‘saucy’ so I think it should work just fine.
I made this and added a couple of cups of peas and crumpled bacon. Simple amazing.
I love to add chopped cooked ham to my mac & cheese.
Try adding ground beef. I make baked mac n cheese with ground beef and it’s my family’s favorur
Made this tonight and it was so delicious. Very creamy and a perfect mix of flavors
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!
I’m so glad you (and your mother) loved it! :)
Can you make this recipe ahead of time and then freeze for the holiday or is it better to eat fresh? If so, please post instructions. Thanks in advance.
This one is definitely best made fresh.
Fa la la la la la la la la
Hi there, can I make this a day before and then bake before serving?
Yes, that should work just fine. I would ensure that your noodles are cooked al dente so they don’t get mushy.
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!
I’m so glad you loved it Brenda! Merry Christmas to you and your family!
Wonderful news, as this is what I am planning to do with OUR Christmas dinner this year, to go along with a ham!
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?
I think it should work just fine!
I can’t find cream of cheddar, just cheddar cheese soup. Is it the same? Do I add the can of milk with it?
It is the same (I use this can here). I do not add the milk, just the condensed soup.
I’m confused. If I am using soup I should not add the milk?
You do not need to add the milk to the can of soup.
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 :).
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.
You will use 4 cups of cheese per the ingredients in the recipe.
One 8 oz package of block cheese yields 2 cups shredded so you will only want to use 1/2 block for one cup.
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.