Old School Mac n' Cheese


This is a completely unpretentious, down-home macaroni and cheese recipe just like my grandma and mom always made. A simple white sauce where you add cheese and a few other flavors with macaroni and a potato chip crust. This recipe makes a lot, I like to make two pans so I can take one to a pot luck and have the other one to keep in the fridge for later. It's an easy recipe to adjust down if you only want to make one pan. If you aren't cooking it right away, just keep the topping separate until you are ready to put it in the oven.

Prep Time:
30 mins
Cook Time:
45 mins
Total Time:
1 hr 15 mins
20 servings


  • 1 ¾ pounds whole-wheat macaroni

  • ¾ cup butter

  • ¾ cup all-purpose flour

  • 6 cups milk, divided

  • 1 tablespoon Worcestershire sauce

  • 1 teaspoon mustard powder

  • 1 teaspoon onion powder

  • 1 teaspoon cayenne pepper

  • salt and ground black pepper to taste

  • 1 (8 ounce) package shredded Cheddar cheese, divided

  • 3 (8 ounce) packages shredded American cheese

  • 1 (8 ounce) bag potato chips (such as Lay's®), crushed

  • 1 cup shredded Cheddar cheese

  • cup grated Parmesan cheese

  • butter-flavored cooking spray


  1. Preheat oven to 375 degrees F (190 degrees C).

  2. Bring a large pot of lightly salted water to a boil. Cook elbow macaroni in the boiling water, stirring occasionally until cooked through but firm to the bite, 8 minutes; drain.

  3. Melt butter in a large pot over medium-low heat. Slowly add flour to butter, whisking constantly; cook until brown and the mixture no longer smells of flour, about 5 minutes. Pour 1 cup milk into the flour mixture, whisking continually until fully incorporated, about 45 seconds; repeat twice. Add remaining 3 cups milk to the mixture, whisking to incorporate. Stir Worcestershire sauce, mustard powder, onion powder, and cayenne pepper into the mixture; season with salt and black pepper.

  4. Reduce heat to low. Cook sauce, whisking frequently, until it begins to thicken, about 10 minutes. Add about half the package of shredded Cheddar cheese; stir continually until the cheese melts completely. Repeat with remaining half package of Cheddar cheese and the American cheese, about 4 ounces at a time. Once cheese is entirely incorporated, remove sauce from heat.

  5. Stir drained macaroni into the cheese sauce to coat. Divide macaroni between two 9x13-inch baking dishes.

  6. Mix crushed potato chips, 1 cup shredded Cheddar cheese, and Parmesan cheese in a bowl. Top the macaroni with the potato chip mixture evenly. Spray the potato chip mixture with cooking spray.

  7. Bake in preheated oven until the crust is golden brown and the sauce is bubbling, 35 to 45 minutes.

    close up view of macaroni and cheese in a glass baking dish with a black spoon

Nutrition Facts (per serving)

507 Calories
30g Fat
40g Carbs
22g Protein
Nutrition Facts
Servings Per Recipe 20
Calories 507
% Daily Value *
Total Fat 30g 39%
Saturated Fat 17g 87%
Cholesterol 76mg 25%
Sodium 783mg 34%
Total Carbohydrate 40g 15%
Dietary Fiber 3g 12%
Total Sugars 5g
Protein 22g
Vitamin C 3mg 13%
Calcium 439mg 34%
Iron 2mg 9%
Potassium 433mg 9%

* Percent Daily Values are based on a 2,000 calorie diet. Your daily values may be higher or lower depending on your calorie needs.

** Nutrient information is not available for all ingredients. Amount is based on available nutrient data.

(-) Information is not currently available for this nutrient. If you are following a medically restrictive diet, please consult your doctor or registered dietitian before preparing this recipe for personal consumption.

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