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.

Recipe Summary

prep:
30 mins
cook:
45 mins
total:
1 hr 15 mins
Servings:
20
Yield:
20 servings
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Ingredients

20
Original recipe yields 20 servings
The ingredient list now reflects the servings specified
Ingredient Checklist

Directions

Instructions Checklist
  • Preheat oven to 375 degrees F (190 degrees C).

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  • 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.

  • 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.

  • 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.

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

  • 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.

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

Nutrition Facts

507 calories; protein 21.5g; carbohydrates 40.2g; fat 30.1g; cholesterol 75.9mg; sodium 783.4mg. Full Nutrition
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Reviews (122)

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Most helpful positive review

Rating: 5 stars
08/07/2012
Nothing says "comfort food" quite like mac & cheese. This recipe was simple, has a great flavor and was enjoyed by my whole family. I didn't have potato chips on hand so I topped it with some crushed crackers. Delicious! Read More
(116)

Most helpful critical review

Rating: 2 stars
12/17/2012
I made this exactly as posted here. My biggest problem with this recipe is that it is bland. I believe Mac N Cheese needs to have a sharp cheddar bite, even if it's only like Stouffers. I would try to use all sharp cheddar, maybe add Parmesan or Asiago and lose the milk or most of it but consider using the liquid from the boiled pasta. Lastly, the potato chip topping was good but you'd better eat all of it right out of the oven. If you don't and then put the leftovers covered in the fridge for a day and then reheat. I thought twice about this too when first making this recipe. Have you ever put a potato chip in the refrigerator and eaten it the next day? Not good. Read More
(48)
161 Ratings
  • 5 star values: 108
  • 4 star values: 38
  • 3 star values: 9
  • 2 star values: 4
  • 1 star values: 2
Rating: 5 stars
08/07/2012
Nothing says "comfort food" quite like mac & cheese. This recipe was simple, has a great flavor and was enjoyed by my whole family. I didn't have potato chips on hand so I topped it with some crushed crackers. Delicious! Read More
(116)
Rating: 5 stars
10/29/2012
This is a GREAT recipe. I'm not a very good cook but I nailed this recipe. My boyfriend LOVES it! I did do a few things differently. I used processed american cheese, added 1 chicken breast (cut into very small pieces, cooked and seasoned), almost doubled the seasonings and used ritz crackers instead of chips. I cooked the pasta all the way and only put it in the oven for 10 minutes for the cheese to melt and the crackers to brown. Read More
(97)
Rating: 5 stars
11/12/2012
I loved this recipe. I left the chips off and added a little extra Parmesan cheese for an awesome crust. I also added boneless chicken breast and shrimp yes at the same time. It is really delicious. I used boneless chicken breast that I boiled in water. Then I placed them on a cutting board and used a masher (like for potatoes) to mash and "shred" them. Set aside. Then I used raw (uncooked) shrimp and peel them completely including tails. Shrimp size is up to you. Mix in the chicken and shrimp (raw) when you combine the macaroni and cheese sauce. The shrimp will cook in the oven. Enjoy it is an impressive meal!! Read More
(74)
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Rating: 2 stars
12/17/2012
I made this exactly as posted here. My biggest problem with this recipe is that it is bland. I believe Mac N Cheese needs to have a sharp cheddar bite, even if it's only like Stouffers. I would try to use all sharp cheddar, maybe add Parmesan or Asiago and lose the milk or most of it but consider using the liquid from the boiled pasta. Lastly, the potato chip topping was good but you'd better eat all of it right out of the oven. If you don't and then put the leftovers covered in the fridge for a day and then reheat. I thought twice about this too when first making this recipe. Have you ever put a potato chip in the refrigerator and eaten it the next day? Not good. Read More
(48)
Rating: 5 stars
11/27/2012
I've tried several different mac n' cheese recipes and this one I LOVE! Three reasons: 1. It has a little zip to it with the cheyenne pepper (don't cut back on the amount - even though it seems like a lot) 2. It makes 2 9x13 pans, so I can freeze one for another night. 3. It has flavor. The only thing I did differently was add cubed up pre-cooked ham right before adding the cheese mixture. Delish! Read More
(33)
Rating: 5 stars
12/04/2012
A friend of mine made this and it's AMAZING! Since he changed a few things I'll post them here for my own notes as much as anything. I sure the original is equally as awesome. Instead of onion powder and mustard powder I used Basil and Oregano. I used chilli powder instead of Cayenne. I also used Mozzarella instead of American Cheese and added about 8-12 oz of Six cheese Italian blend. Read More
(22)
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Rating: 5 stars
12/15/2012
Delicious! I used the cheese I had on hand (Italian blend plus some cheddar and american - it was tasty). Though I forgot to add the worcestershire sauce, the cayenne pepper gave it some delicious zip. I added crumbled crispy bacon to the topping. It is the best mac and cheese I have ever had. Read More
(21)
Rating: 4 stars
12/16/2012
Halved the recipe to make one 9X13 in pan. Very good, but will use more cheddar than American cheese next time. Read More
(20)
Rating: 5 stars
03/13/2013
I've made the recipe "as is" and then changed it the 2nd time I made it. I would only use Sharp Cheddar now in place of the cheddar cheese. It gives more flavor, bite to the cheese. American is fine, and Parmesan adds a nice zip. The seasonings, as stated, are a MUST! Especially the mustard powder. Without the correct seasonings, this recipe would be bland...so please use the seasonings and taste as you go to see if more is required. Also, if it still turns out bland, then your seasonings are too old!! Buy new spices at least every year! Read More
(19)
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