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!

taking a spoonful of Homemade Mac and Cheese Casserole out of the dish

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 to make Homemade Mac and Cheese Casserole

Ingredients & Variations

PASTA This easy mac and cheese casserole starts with elbow macaroni that are 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 reccomened).

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.

process of making sauce for Homemade Mac and Cheese Casserole

How to Make Homemade Mac and Cheese

Making homemade macaroni and cheese (especially this 5-star recipe) is surprisingly easy and quick!

  1. Cook Pasta – Cook pasta al dente (slightly undercooked) drain & rinse.
  2. Make Sauce – A homemade cheese sauce with lots of cheese takes about 10 minutes. (more on the sauce below).
  3. Combine and bake – Toss sauce with pasta and top with remainder of shredded cheese.
  4. 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.

Assembling mac and cheese casserole

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).

Spoonful of Easy Macaroni and Cheese Casserole

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.

cooked Homemade Mac and Cheese Casserole in the dish

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.

Homemade Mac and Cheese Casserole in bowls with dish full in the back

More Macaroni Recipes You’ll Love

Did you love this Mac and Cheese Casserole? Be sure to leave a rating and a comment below!

taking a spoonful of Homemade Mac and Cheese Casserole out of the dish
4.98 from 1246 votes↑ Click stars to rate now!
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Homemade Mac and Cheese Casserole

This homemade Mac and Cheese Casserole is the best you've ever had. Tender noodles in a velvety sauce make the perfectly irresistible dish!!
Prep Time 20 minutes
Cook Time 25 minutes
Total Time 45 minutes
Servings 8
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  • 12 ounces dry 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
  • salt & pepper to taste
  • 1 can condensed cheddar cheese soup optional 10.75 ounces
  • 4 cups sharp cheddar divided
  • ½ cup fresh parmesan cheese


  • Preheat oven to 425°F.
  • Cook macaroni al dente (firm) 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 & pepper to taste. Cook over medium heat while stirring until thickened.
  • Remove from heat and stir in parmesan cheese & 3 cups cheddar cheese until melted. Add soup if using.
  • Toss cheese sauce & macaroni noodles together. Pour into a greased 9×13 pan. Top with remaining cheese.
  • Bake 18-24 minutes or until bubbly. Do not over cook. Cool 10-15 minutes before serving.



  • 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.
How to Prepare Ahead of Time
This Mac and Cheese recipe can be prepared 2 days ahead of time and refrigerated before serving. Reserve the cheese for topping in a separate container. Remove the baking dish from the fridge at least 30 minutes before baking. Cover the baking dish with foil and bake covered for 20 minutes. Remove the foil, stir, and add some warm milk if needed to ensure it is creamy. Top with the reserved topping and bake uncovered for an additional 10 to 12 minutes or until browned.
4.98 from 1246 votes

Nutrition Information

Calories: 539 | Carbohydrates: 39g | Protein: 24g | Fat: 32g | Saturated Fat: 20g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 9g | Trans Fat: 1g | Cholesterol: 98mg | Sodium: 529mg | Potassium: 246mg | Fiber: 2g | Sugar: 4g | Vitamin A: 1031IU | Vitamin C: 1mg | Calcium: 560mg | Iron: 1mg

Nutrition information provided is an estimate and will vary based on cooking methods and brands of ingredients used.

Course Casserole, Dinner, Entree, Main Course, Pasta
Cuisine American

Macaroni and Cheese Casserole scooped with a spoon

cooked Homemade Mac and Cheese Casserole in the dish with writing
close up of Homemade Mac and Cheese Casserole in the dish with writing
plated Homemade Mac and Cheese Casserole with a title
close up of Homemade Mac and Cheese Casserole with a spoon and a title
cooked Homemade Mac and Cheese Casserole in the dish and taking a spoon full out with a title


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About the author

Holly Nilsson is the creator of Spend With Pennies, where she creates easy, comforting recipes made for real life. With a passion for nostalgic flavors and simplified techniques, Holly helps busy home cooks create delicious meals that always work. She is also the author of “Everyday Comfort,” which promises to inspire even more hearty, home-cooked meals.
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Recipe Rating


  1. Ever since I found this recipe, it has become my go-to for mac and cheese. I make it for holidays or sometimes for a meatless night that pleases the kids and the husband!5 stars

    1. Hi Nikki, this can be made 1-2 days ahead. Ensure your pasta is very al dente and take it out of the fridge at least 30 minutes before baking. You may need to adjust the cooking time slightly to ensure it is heated through.

  2. Love this Mac and cheese! Absolutely the best. Does anyone know if this would freeze well if I make up until the baking part?5 stars

    1. I have not tried freezing this recipe. Often recipes with milk don’t freeze well so I can’t say for sure how it would work. Some readers have had success as you can see in the comments.

  3. Hi. This recipe looks amazing. I’m going to try it. One question though. Will using the whole 16oz box of noodles throw off the rest of the recipe? Maybe a silly question, but don’t want to ruin what looks to be a great recipe. Thanks.

    1. Hi Dot, yes using 16 oz will slightly change the consistency of this recipe. The flavors will still be delicious but it may not be as creamy.

  4. I have to start by saying that I am a bit of a food snob. I was very nervous about using the cheese soup in this recipe as I have never tried it before. However any time I try a recipe for the first time I always follow the recipe and then when making it again I make my upgrades or change.
    This recipe is perfect the way it is. I was very surprised that it turned out this good. My husband gave it a 10 out of 10! Will be making this over and over again exactly as written. No upgrades needed. DON’T SKIP THE CHEESE SOUP!!5 stars

    1. Yes you can half this recipe Angela. The cook time may be a little less, so I would check it a little early so it doesn’t overbake. If you try it I would love to hear how it turns out!

  5. I made this recipe on March 11 and it didn’t disappoint. I didn’t use regular macaroni elbows but gluten-free elbows made from chickpeas. I’ve never had luck with gluten-free texture until the chickpea variety. I didn’t have any condensed geese soup on hand so I did use velveeta. I halving the recipe I used about 4 ounces of Velveeta. Will definitely make again

  6. I made this tonight and it is quite literally the best mac and cheese I’ve made, both in taste and ease of making. It was wonderful! Thanks so much for the recipe!!5 stars

  7. This really is amazing! Having made this a few times, just a few observations–

    1. DON’T skip the Cheddar soup, and make sure it is regular, not low fat. -Wouldn’t have ever thought to add this, but it gives it that creamy “goosh” factor & keeps it from drying out, even left over the next day. A+

    2. When you add the al dente mac to your sauce, you are probably going to think this is wayyy too much sauce for the pasta, but trust. When it bakes up, the noodles puff up and fill in all the sauce, after it cools down the ratio is just right! You can add a few more handfuls of pasta to the water if you want, but you don’t need to.

    3. I do use a little over 2 C. of cheese, plus more on top, but to each his own!

    Thanks for sharing this excellent M&C recipe!

    1. I have only tried the recipe as written so I can’t say for sure Lynne, but it should work just fine. If you try it I would love to hear how it turns out!

  8. This is the BEST Mac and cheese recipe I have ever tried!! I paired it with your juicy oven steak recipe for Valentine’s Day and my husband was seriously impressed!
    I would suggest not skipping on the cheddar soup – I made homemade cheddar soup (so easy and it’s so worth it!)
    Thank you Holly for this amazing recipe – this is the only one I’ll use now!5 stars

  9. Hi, Penny, We see why this is your top pick for mack and cheese :). Hubby said this is the only Mac and cheese that he wants from now on. This was so creamy and so cheesy and so so good. I really do think, it was the can of cheese soup that took it over the edge We have tried Youe Baked Mac and Cheese and your Easy Mac and Cheese they were good too but we feel this one is the best out of what we tried. I have used so many of your recipes and they have not failed me yet thanks so much for sharing them. Have a great day :)5 stars

  10. Holy Moly, Holly!! It’s clear why this is your favorite recipe on your website. I am made of mac & cheese, and I couldn’t agree with you more! I used some sharp cheddar, but I had several odds and ends of different cheeses (gruyere, dry jack, aged gouda, fontina, etc.), so I shredded it, tossed it together with the sharp cheddar and Parm, and whisked it in to the cheese sauce. The onion powder added a subtle onion flavor that I really liked. I do not typically use processed ingredients, so I was reluctant to use the condensed cheddar cheese soup, but I decided to try it and I’m so glad I did! I think it added a lot to the silkiness of the sauce with an added benefit of stabilizing it and preventing the sauce from breaking. This is a versatile recipe and is a definite keeper!5 stars

  11. I just wanted to thank you for sharing this delicious recipe! I make it every year for Christmas. What a hit!!!!
    I always prep it the night before, then refrigerate it until I’m ready to bake it the next day. Saves me time!

    1. This can be prepared the day before and baked on the day of serving. Remove it from the fridge 30-60 minutes before baking, you might need to add a few minutes of cooking time.

  12. When doubling this recipe should the cook time be 50 min? I’m a little concerned about doubling the cook time because the recipe stresses the importance of not overcooking

    1. If doubling, you may need to add about 10 minutes or so to the cooking time (I wouldn’t double the cooking time). You want to cook it just until the center is hot.