How to Make the Creamiest Mac and Cheese Ever

Ingredients

• 1 pound Elbow Macaroni (classic ridged elbow pasta)
• 1 tablespoon Salt (for boiling water)
• 6 tablespoons Unsalted Butter (cut into pieces)
• 6 tablespoons All-Purpose Flour (for roux)
• 0.25 teaspoon Dry Mustard Powder (adds subtle tang)
• 3.5 cups Whole Milk (full‑fat for richness)
• 3 ounces Cream Cheese (softened, cut into cubes)
• 5 cups Sharp Cheddar Cheese (shredded yourself for best melt)
• 0.5 teaspoon Black Pepper (freshly ground)
• 0.5 cup Panko Bread Crumbs (for crunchy topping)
• 2 tablespoons Parmesan Cheese (grated)
• 2 tablespoons Olive Oil (for mixing with panko)
• 1 spray Cooking Spray (to grease casserole dish)

Instructions

1. Cook the Pasta

   Bring a large pot of salted water to a boil, add the elbow macaroni and cook until al dente, about 8 minutes. Drain and set aside.

   Time: PT13M

2. Shred the Cheese

   Using a food processor fitted with the shredding blade, shred two blocks of sharp cheddar until you have about 5 cups total.

   Time: PT5M

3. Make the Roux

   In a medium saucepan melt 6 Tbsp butter over medium heat. Whisk in 6 Tbsp flour and cook, stirring constantly, for 3–4 minutes until smooth and the raw flour taste disappears.

   Time: PT5M

   Temperature: medium

4. Add Mustard and Milk

   Stir in ¼ tsp mustard powder, then whisk in 3½ cups whole milk until fully incorporated.

   Time: PT2M

   Temperature: medium

5. Simmer the Sauce

   Bring the mixture to a gentle simmer, whisking occasionally. Once it bubbles, let it simmer for about 5 minutes until thickened.

   Time: PT5M

   Temperature: medium-high

6. Melt Cream Cheese

   Add 3 oz cream cheese to the simmering sauce, stirring until completely melted and the sauce is smooth.

   Time: PT5M

   Temperature: medium

7. Season and Add First Cheese Portion

   Season the sauce with 1 tsp salt and ½ tsp pepper, then stir in 2 cups of the shredded cheddar until melted.

   Time: PT2M

   Temperature: medium

8. Combine Pasta and Sauce

   Add the drained macaroni to the sauce, stirring to coat evenly.

   Time: PT3M

9. Grease the Casserole Dish

   Lightly coat a 9×13‑inch casserole dish with cooking spray or butter.

   Time: PT1M

10. Prepare the Crunchy Topping

    In a small bowl mix ½ cup panko, 2 Tbsp grated Parmesan, 2 Tbsp olive oil, and a pinch of salt and pepper.

    Time: PT3M

11. Assemble the Bake

    Layer half of the mac‑and‑cheese in the dish, sprinkle 1½ cups of the remaining shredded cheese, add the rest of the mac‑and‑cheese, then top with the remaining cheese and the panko mixture.

    Time: PT5M

12. Bake

    Bake in a pre‑heated oven at 350°F until the top is golden and the sauce is bubbling, about 30 minutes.

    Time: PT30M

    Temperature: 350°F

13. Rest Before Serving

    Remove from the oven and let the mac and cheese rest for 10 minutes so the sauce sets.

    Time: PT10M

Nutrition Facts

Calories

550

Protein

20 g

Carbohydrates

45 g

Fat

30 g

Fiber

2 g

Ingredient Substitutions

• Instead of Elbow Macaroni: Cavatappi, Shells, Penne
• Instead of Unsalted Butter: Margarine
• Instead of All-Purpose Flour: Whole Wheat Flour (will affect flavor)
• Instead of Dry Mustard Powder: Ground Mustard
• Instead of Whole Milk: 2% Milk, Half‑and‑Half
• Instead of Cream Cheese: Neufchatel Cheese
• Instead of Sharp Cheddar Cheese: Gruyère, Sharp Gouda
• Instead of Panko Bread Crumbs: Regular Bread Crumbs
• Instead of Parmesan Cheese: Pecorino Romano
• Instead of Olive Oil: Melted Butter
• Instead of Cooking Spray: Butter

Equipment Needed

• Large Pot
• Colander
• Food Processor
• Medium Saucepan
• Whisk
• Measuring Cups and Spoons
• Casserole Dish (9×13 inch)
• Oven
• Spatula or Wooden Spoon
• Mixing Bowl
• Spray Bottle (Cooking Spray) (optional)
• Parchment Paper (optional) (optional)

Critical Steps — Do Not Skip

• Shredding the cheese yourself for optimal melt
• Cooking the roux until the raw flour taste disappears
• Simmering the sauce until it bubbles (indicates proper thickness)
• Fully melting the cream cheese for a smooth texture
• Baking until the topping is golden and the interior is bubbling

Chef Tips from the Video

• Use a sharp cheddar for maximum flavor; a blend of cheddar and Gruyère adds depth
• For an extra golden crust, sprinkle a little extra Parmesan on the topping
• If you prefer extra creaminess, stir in an additional ¼ cup milk just before assembling

Troubleshooting

Storage

Refrigerator: Store leftovers in an airtight container for up to 4 days

Freezer: Freeze in a sealed container for up to 2 months; reheat covered

Room temperature: Do not leave at room temperature for more than 2 hours

Make-Ahead Tips

• Assemble the mac and cheese up to the baking step, cover tightly and refrigerate for up to 24 hours
• If baking from cold, add an extra 5‑10 minutes to the bake time

Frequently Asked Questions