Family-Favorite Macaroni and Cheese

family-favorite macaroni and cheese Entree
Family-Favorite Macaroni and Cheese
  • Prep 25 min
  • Total 50 min
  • Servings 6

Once you’ve tasted the depth of flavor in our homemade mac and cheese, you’ll see why it’s the perfect choice for the entire family. Don’t even try to compare it to the box variety – it’s in a league of its own! Creamy and cheesy, this homemade mac and cheese recipe is just the ticket for traditional comfort food, but with lots of mix-in possibilities you can easily put a twist on this classic recipe. ...MORE+ LESS-

December 26, 2017


cups uncooked elbow macaroni (7 ounces)
cup butter or margarine
cup Gold Medal™ all-purpose flour
teaspoon salt
teaspoon pepper
teaspoon ground mustard
teaspoon Worcestershire sauce
cups milk
cups shredded or cubed Cheddar cheese (8 ounces)


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  • 1
    Heat oven to 350ºF.
  • 2
    Cook macaroni as directed on package.
  • 3
    While macaroni is cooking, melt butter in 3-quart saucepan over low heat. Stir in flour, salt, pepper, mustard and Worcestershire sauce. Cook over medium low heat, stirring constantly, until mixture is smooth and bubbly; remove from heat. Stir in milk. Heat to boiling, stirring constanly. Boil and stir 1 minute. Stir in cheese. Cook, stirring occasionally, until cheese is melted.
  • 4
    Drain macaroni. Gently stir macaroni into cheese sauce. Pour into ungreased 2-quart casserole. Bake uncovered 20 to 25 minutes or until bubbly.

Expert Tips

  • Cook pasta before mixing with sauce. It will not get tender if added uncooked.
  • Cook flour mixture until smooth and bubbly.
  • Stir constantly while making sauce, so that the flour mixture thickens the milk evenly.
  • Serve immediately so pasta will be creamy and not continue to soak up the sauce.
  • Stove-top method: Make as directed up to stirring in cheese in Step 3. Serve immediately.
  • Skinny version: For 10 grams of fat and 390 calories per serving, decrease butter to 2 tablespoons. Use fat-free (skim) milk and 1 1/2 cups reduced-fat Cheddar cheese.
  • Bacon Mac and Cheese: Stir in 2/3 cup cooked, crumbled bacon with macaroni in Step 4.
  • Caramelized Onion Mac and Cheese: Stir in 1 cup caramelized onions with macaroni in Step 4.
  • Fire-Roasted Tomato Mac and Cheese: Stir in 1/2 teaspoon smoked paprika with flour in Step 2. Add 1 can (14.5 oz) fire-roasted diced tomatoes, drained, with macaroni in Step 4.
  • Lobster Mac and Cheese: Add 1/8 teaspoon each ground red pepper (cayenne) and ground nutmeg with flour in Step 2. Substitute 3/4 cup each shredded fontina and Gruyere cheese for 1 1/2 cups of the Cheddar. Stir in 2 cups cooked lobster pieces or lump crabmeat with macaroni in Step 4.
  • Southwest Mac and Cheese: Omit ground mustard and Worcestershire sauce. Add 2 teaspoons ground ancho chile pepper or chili powder, 1/2 teaspoon ground cumin and 1/4 teaspoon garlic powder with flour in Step 2. Stir in 1 can (4 oz.) diced green chiles, 1/4 cup thinly sliced green onions, 1/4 cup diced bell pepper and 1/4 cup chopped fresh cilantro with macaroni in Step 4. Top with coarsely crushed corn chips before serving.
  • For a little something extra, add one or more of the following as toppings: • Sprinkle on before baking: Mix 1/2 cup fresh or dried bread crumbs with 2 tablespoons melted butter or olive oil; 1/2 cup crushed plain potato chips (flavored chips tend to get too brown if added before baking) 1/2 cup French-fried onions. Add just before removing from oven: 1/2 cup additional shredded cheese (bake 3-5 minutes or until cheese is melted). Sprinkle on about 1/2 cup of any of the following after baking – or serve alongside: crushed plain or flavored croutons; crushed crackers, flavored potato chips or snack chips; chopped fresh parsley or other herbs; sliced or cubed avocado; thinly sliced or chopped tomatoes; salsa or sour cream; diced bell peppers; sliced olives.
  • Swap the cheese, use any of the following cheeses in place of all or part of the Cheddar in the recipe: • Asiago or Parmesan (up to 1 cup); blue or gorgonzola crumbled (up to 1 cup); brie crumbled (up to 1 cup); Cheddar (white or smoked); Colby; edam; fontina; gouda (regular or smoked); Gruyere; Havarti; Jarlsberg; manchego; Monterey jack or pepper jack; swiss.
  • Purchase the cheese already shredded in an 8-ounce package.
  • And this is just the beginning! While stirring the cooked macaroni into the cheese sauce, try adding sliced ripe or green olives or bite-size pieces of cooked vegetables, hot dogs or cooked sausage.
  • Add a 4-ounce can of chopped green chilies, drained, for a perked-up version of mac and cheese.

Nutrition Information

Nutrition Facts

Serving Size: 1 Serving
Calories from Fat
% Daily Value
Total Fat
22 g
Saturated Fat
11 g
45 mg
560 mg
200 mg
Total Carbohydrate
34 g
Dietary Fiber
1 g
17 g
% Daily Value*:
Vitamin A
1 1/2 Starch; 1 Milk; 1 High-Fat Meat; 2 Fat;
*Percent Daily Values are based on a 2,000 calorie diet.
More About This Recipe
  • Some days all you want is a big bowl of . And some days, the boxed version just won’t cut it. On those days, this popular recipe is the perfect one to reach for. With more than 600 ratings and 4 stars, you know there are plenty of home cooks who love it. The elbow macaroni cooks per the package instructions, and while you wait for it to cook, you can whip up the irresistible cheese sauce with ingredients you probably already have on hand. Once everything is stirred together, it goes into a casserole dish for a quick bake. It’s really that simple! Looking to try a new twist on this recipe? Check out the expert tips section for plenty of variations on this favorite. When you just can’t get enough, check out our article on how to make mac and cheese, so you can do it perfectly every time!

Rate and Comment

JANISC-K More than 1 year ago
I havent tried it yet but will, I hate when people say, it was great but I added this or changed that...Hello, then its a different recipe, I want to know what you thought of THIS recipe
Hoosier88 More than 1 year ago
Thank you for saying that!! It drives me crazy ;)
annpease More than 1 year ago
Best ever recipe for mac and cheese. Don't change anything.
LynGarl More than 1 year ago
Best ever mac and cheese recipe. I used reconstituted canned milk because I was out of fresh. It took a while to have the bechamel come to a boil but once it did the rest went quickly. My grandkids loved this. Thanks for a great recipe. :)
slo_cook805 More than 1 year ago
I swapped out the milk for half and half, used sharp Cheddar, added 1/4 cup of grated parmesan, 2 Tb butter and 4 strips of diced crisp cooked bacon. After it was done I topped it with another 1/2 cup of sharp cheddar and put it back in the oven til the cheese was melted. This makes enough for both of us for 2 nights.
Barbara Koppelman Smith More than 1 year ago
  Then you didn't make this mac & cheese!

eikeyates 8 months ago didn't make this recipe.

js More than 1 year ago
My family really likes this recipe. It is easy to make. I bring it to all of the holiday gatherings, and the kids eat it up. My husband likes it, too.
mrsweaver More than 1 year ago
This recipe is great, as for the comments about the grainy, lumpy texture, what your doing by adding flour to butter is creating a roux. Once butter and flour mixture is bubbling make sure your temperature isnt too high and constantly whisk mixture for five minutes before slowly incorparating milk. Also I left out the mustard, and the worcestershire sauce, but added 1/2 a tsp of paprika and changed the salt to garlic salt. I think it adds a flavor that compliments the macaroni and cheese quite well.
BredlowBaking More than 1 year ago
First try, it was slightly grainy, like there was grated parmesan cheese in it. I will try to slowly incorporate it next time and cook the roux longer.
sissydee More than 1 year ago
I have made this several times and got rave reviews. I don't add mustard or worcestershire sauce, but I add sauteed onions into the flour and milk mixture and I also add a can of stewed tomatoes and then bake. I think it is awesome; sometimes you have to alter the ingredients to your taste. Be creative!
Lexigrace More than 1 year ago
Added garlic and onion powder to cheese sauce, and breadcrumbs to the top. WOW! I can see all the different cheese flavor possibilities. Very easy, cleaned up while it was baking.
bvgigi99 More than 1 year ago
This is the best Mac and cheese recipe. I have been making it for years... And yes I have used ziti, penne, and any kind of pasta I have. Don't rate a recipe you haven't made just because the picture isn't exact!
chelbu More than 1 year ago
Made this recipe using whole wheat pasta. Great creamy texture. We top the finished mac + cheese with thickened stewed tomatoes, great combination for a complete main course.
JulieC More than 1 year ago
Just made this and hubby was swooning over it! I think the only change I would make would be to cut down the pepper just a bit. Then it can be added to taste at the table. I topped it with more cheese, bread crumbs and a little parmesan - yummy!
casalingua 7 months ago
I made this for my grandsons who are very slow eaters and they couldn't stop eating it. To be fair about this rating, I did do somethings different.  For one, I didn't measure the cheese and I'm pretty sure that I used more than 2 cups. And I didn't bake it. Instead I added a package of hot  pulled pork in barbecue sauce to the pot after the cheese melted. I serve it along with a green salad. It was pretty darn good and a definite winner with my grandsons.
sunebruk More than 1 year ago
big fan of mac n' cheese.Loved it!!!!!!!!
jawjagal More than 1 year ago
This is so good! Creamy and cheesy, just what a good macaroni and cheese dish should be! The Southwest Mac and Cheese, Caramelized Onion Mac and Cheese, and the Bacon Mac and Cheese suggestions are all really good too! This has become a regular rotation on our dinner menus. Easy to put together and never any leftovers with our family so far! Plan on following the directions given and add the little something extras as you wish, but the recipe as written is a family hit all on its own!
Jloforu More than 1 year ago
I made this today, I think using 1/4 cup flour is too much, you can taste the flour, or I did something wrong.  Any suggestions?
the_baking_chemist More than 1 year ago
I used 1 C half and half + 1 C milk because I thought it would make the mac and cheese tastier. Next time I will use just milk, as the sauce was plenty creamy but tasted mostly like butter/the sweetness of half and half than cheese. 
Honeyimhome More than 1 year ago
Sounds good recipe 
cady3 More than 1 year ago
his has a lot of flavor I like it a lot I would do it again thank you
auntpix More than 1 year ago
My family loved this recipe but I was a little disappointed with the cheese sauce. It seemed a little grainy and I don't know why. I used a medium cheddar cheese, should I have used a sharp instead? I followed the cooking directions for making the sauce, but could I have cooked it too long? Help anyone!
Pmann228 More than 1 year ago
Left bad after taste in your mouth and didn't have that "cheesy" goodness we all look for
nzstacey More than 1 year ago
I made this tonight as a side dish for cheddar and bacon tenders and it went down a treat - my parents loved it.
Calidreaming More than 1 year ago
This is an easy, quick and delicious recipe for beginners.  It's also easily customizable.  This was my first time making mac and cheese from scratch and it came out perfectly.  I used penne pasta and added bacon and onions.  Delicious!  
Anton1a More than 1 year ago
This was just o.k. Not cheesy enough. Today I'll have to add more cheese for leftovers. 
MarlaYuke More than 1 year ago
This one got a thumbs up from all three of us in my household!!
Thumper54 More than 1 year ago
This was a good basic recipe. I added a little more milk and used liquid smoke instead of worcestershire. I also put half the Mac and cheese in the pan, layered another 1/2 cup of shredded cheese then the rest of the Mac and cheese. I topped it off with another 1/2 cup of cheese and then bread crumbs. I like the tomatoes suggestion. I'll have to try that next time. 
Jen52345 More than 1 year ago
I made a double batch. I used 2 c. sharp cheddar and 2 c. gouda and also 2 c. half & half / 2 c. milk so I could use up some leftovers. It was amazing. People liked my mac better than the grilling.
PetraSy More than 1 year ago
I have done this recepie just once and it was OK.
wintermom More than 1 year ago
This was liked by my husband and teenage son, but I didn't feel it was creamy enough - it was pasty. Flavor was very good, so perhaps I just did something wrong.
ashka More than 1 year ago
Delicious and easy recipe. A new family favorite.
Cheeselover15 More than 1 year ago
Very tasty and easy to make! Even the husband liked it! Just need to double the recipe next time ;)
Lauren1124 More than 1 year ago
Looks super great and I love mac-n-cheese and this looks the best
bizzy1x3 More than 1 year ago
This mac n cheese was delicious. I decided to use gruyere and sharp cheddar cheese and also topped it with bread crumbs toasted in butter and crumbled bacon. My family loved it!
lhejny More than 1 year ago
YUM! I added garlic powder to the dry ingredients and top with bread crumbs before baking and it's SOOOOOO good.
pacmom More than 1 year ago
This taste Awesome! So thick and gooey just the way we love it. I am in my 50's and haven't had mac n cheese like this since I was a kid. It was so quick and easy. The longest part of the process was waiting for the water to boil for the pasta! When this came to the table, all conversations came to a stop! :)
myajays More than 1 year ago
I found this recipe 3 years ago and it has been a hit with my family ever since. They wish I would make it more often but the ingredients can add up & I double the recipe for the holidays. Yes the sauce can be back fire on you making it lumpy & grainy. It happen to me once but I realized that I was multi-tasking and not carefully watching & stirring the mixture. I changed mine a little by omitting the Worcestershire sauce & ground mustard...(only because I didn't have them on hand) & I added crumbled bacon. I cut up the bacon and cooked it in the pan with the butter....(So Bad but So Good!) Don't bother with the recipe if you plan on substituting with Velvetta and just go buy the box stuff.
deedeedhu More than 1 year ago
I added twice the amount of ground mustard and about a tablespoon of lemon juice to make it more tangy. I also skipped the baking part; we just ladled the sauce over the pasta as you would any other pasta sauce. Delicious. I imagine both the pasta and sauce could be made in the morning; refrigerated; and combined for a warm-up in the evening.
Blanchard2 6 months ago
voltaire 6 months ago
We love mac and cheese, best yet, but did leave off Worcestershire sauce.
Baileybocelli 8 months ago
I doubled the recipe and used Sharp cheddar and a Colby mixture. Added kielbasa to it as well. Was heavenly. A definite keeper in the menu rotation. I have enough for a second meal that I’m freezing.
no-name More than 1 year ago
This recipe gets my 2 thumbs up.
nlkreger More than 1 year ago
Very good and easy.
cute2gg More than 1 year ago
Very good and easy.
sherri6332000 More than 1 year ago
This is quite an amazing dish. Made a couple of changes. Half and half cream instead of milk, increased the salt a little bit, and added nutmeg into the cheese sauce. I used sharp cheddar with cream cheese bits. The sauce came out creamy and very delicious. Topped with buttered bread crumbs before baking. Wonderful and very tasty. Easy to make too
Postty More than 1 year ago
Yes and it was the best one I have ever made and I will make it again also easy to follow  thanks 
WeezyC More than 1 year ago
I was disappointed that the texture was quite "grainy" and  "floury." I am planning to try a different recipe next time which does not incorporate flour.  Any suggestions are welcomed.
satay46 More than 1 year ago
Good but sauce thin. Will add more shredded cheese next time.
Brasyl More than 1 year ago
Made this last night. What a great comfort food. Delicious.
electra More than 1 year ago
KayyK More than 1 year ago
JoyofAutumn More than 1 year ago
Easy and delicious!
webworld More than 1 year ago
dibs123 More than 1 year ago
This is very close to our recipe as a family favorite.  I have it from an old magazine I cut out decades ago and don't remember the source.  Instead of mustard and Worcestershire sauce, I sprinkle a liberal dose of Frank's hot sauce (say at least 1 tsp.).  I don't add salt.  I add 1/2 cup of heavy cream to the milk.  I shred 12 ounces, not 8 ounces of extra sharp Cheddar and keep about 3/4 cup to sprinkle on top.  I think the sauce creates a little too much to I use 8 ounces of elbows, not 7 ounces.  Fantastic!
ZStar More than 1 year ago
This recipe was very good. I dont really cook very often, my partner cooks, and it was easy to follow. I might spice it up just a little bit more, this is a very good basic recipe.
BETHVAL More than 1 year ago
Eargal More than 1 year ago
not as flavorful as other recipes. didn't get any brown crispy, delicious bits.
123jules More than 1 year ago
yummy!  everyone loved this recipe :)  definitely need to make a double batch!
Annesue More than 1 year ago
ckteech More than 1 year ago
This recipe was amazing!  My whole family had seconds and thirds, and there was none left! Very simple to make.  I put it under the broiler for the last 2-3 minutes to give it that extra brown crunch on top.  Fabulous!
etrac3y More than 1 year ago
DanMan81 More than 1 year ago
A great basic mac and cheese recipe. I've always wanted a good from-scratch recipe and this one is perfect. Made it a second time with a few changes and additions: Penne instead of Macaroni, garlic salt, a mix of cheddar-jack and 6 cheese Italian blend, chopped up kielbasa and a melted butter and breadcrumb topping with granulated garlic, dried basil and paprika. We plan to make a double batch for Thanksgiving this year.

karenality More than 1 year ago
THIS IS MY MOM'S RECIPE!!! (Well, the one she's used all our lives) and it is my ABSOLUTE FAVE!!! I can't eat boxed mac & cheese cuz there's no comparison! !! This is by all hands down THE VERY BEST!!! Mmmmmm...
[removed] More than 1 year ago
This review has been deleted
DanMan81 More than 1 year ago
Made this again last night and changed a few things in order to experiment:
- I used Penne instead of Macaroni.
- I used garlic salt in place of the regular salt.
- I added a mix of cheddar-jack and a 6-cheese Italian blend.
- Added some leftover kielbasa sausage, cut into bite sized pieces.
- Added granulated garlic, dried basil and paprika to the melted butter and breadcrumb topping.

I liked the added flavor and the nice savory bite of the sausage We plan to make a double batch of this for Thanksgiving this year.
Lol79 More than 1 year ago
Loved it second best Mac and cheese ever!
JeremyKevin2000 More than 1 year ago
Using the "Expert Tips" ideas, definitely try this recipe with Caramelized Onions!  It really improves the dish and boosts flavors, without adding spiciness.  Doubled this recipe for a potluck dinner and went home with an empty, scraped-out serving dish!  Everyone raved about it.
Balletrose More than 1 year ago
B5722 More than 1 year ago
This is my family's favorite macaroni and cheese recipe.  Great "comfort food". 
ashegg More than 1 year ago
I made this with the Cellentani pasta, and I used the whole box (1LB) and still had plenty of cheese sauce! Very good! Even better if you mix different cheeses! My sauce thickened a little too much and I just put in a little pasta water to get it to the consistency I liked! Also topped with Panko before baking!
Chefkw More than 1 year ago
I don't like macaroni & cheese.  I made this for my boyfriend.  It was easy to make and I even liked it!
ManuelBertelli More than 1 year ago
Delicious and easy recipe to be made with things you usually have in kitchen.
dmm12 More than 1 year ago
easy and tasty.
alissalee More than 1 year ago
MaltaScott More than 1 year ago
I addeda package of frozen brocolli crowns and used a horeradih cheddar cheese.
Sue-CA More than 1 year ago
Very easy, very delicious! Thanks Betty Crocker staff.
Kristin83 More than 1 year ago
This is really yummy and fairly easy to make. I love how it uses fresh real ingredients and not Velveeta. I do double the mustard and add a couple shakes of red pepper flakes to add some flavor. I think next time I'm going to use garlic salt instead of salt and see how that does. It is best on the first night and not as good on the second night....but I think that is typical of mac and cheese.
kscullin More than 1 year ago
Add some milk to your mac and cheese on leftover night. It makes it creamy again.
I-heart-cooking More than 1 year ago
Rosalyn_MK More than 1 year ago
I've been using this recipe for YEARS! It's always a hit. I do add different varieties of cheese for a different flavor. Very easy & quick.
kkpmjp More than 1 year ago
Made this for the first time last night. Other mac and cheese recipes that I have tried the cheese gets clumpy. This mac and cheese was nice and smooth. I have My family loved it!!!!!! This will definitely be my go to recipe.
mamanicole More than 1 year ago
I made this for a family dinner and everybody loved it. I will be making this dish again.
Anonymous More than 1 year ago
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Nonielle More than 1 year ago
This recipe is so much better than the Mac and cheese recipe on the box of velveeta. This one has a little zip to it. It is a definite keeper.
wondernana More than 1 year ago
Ropal More than 1 year ago
Made this for dinner tonight. I used a combination of sharp cheddar, pizza cheese, and Velveeta. Topped the casserole with a couple of tablespoons of cheese mixed with bread crumbs. Yummy!
ayana400 More than 1 year ago
i am making this for thanksgiving and can't wait for every body taste my mac and cheese family and friends call me a wiz in the kitchen.;)
lonelyrolling_star More than 1 year ago
I personally really enjoyed this recipe. It was very creamy and cheesy. And definitely not hard to make, just requires attention. Some people where saying that the mix became lumpy once you add the flour, but that happens to anything after you add flour. The key is to add a little at a time, and mix it constantly. After you add the milk and cheese, keep mixing it until perfectly smooth! So worth it!
sassybeth More than 1 year ago
omg it was awesome but i did a little bit different. ok dont use flour use bisquick. and use wipping cream instead of milk it turned out great and i also used some sour cream i am good.
Anonymous More than 1 year ago
Elaine More than 1 year ago
JCEP More than 1 year ago
Enter your review here...I tried this make and cheese for my husband, but when i added the flour it clumped togeather and the end product was kinda grainy. If it weren't for the flour i'm sure we would have loved it. I will have to try it again without the flour.
LucasMom More than 1 year ago
Easy Peasy!!! I needed a quick side dish for dinner tonight and this simple, quick and easy recipe was great! Yummy in the tummy and easy to make with items that are always in the pantry and frig.
Mollysunshine More than 1 year ago
This is really yummy. Maybe I am used to my mom's mac and cheese which is nothing special (sorry mom!) but I loved the creamy texture under the crispy cheese on top. I doctored the sauce as I went to get the texture I wanted adding more flour or cheese here and there, and of course a lot of cheese to the top just before it finished baking. The best mac and cheese recipe I have found yet!
Anonymous More than 1 year ago