Creamiest Mac and Cheese


Boxed or frozen mac and cheese dishes don't even begin to compare to this comforting, from-scratch version that's easy, affordable, and ultra-creamy! Cheddar and cream cheese add a sharp and slightly tangy flavor to the rich sauce which coats perfectly cooked pasta. It's a great base recipe that can be tweaked to your taste by switching up the cheeses or adding some cooked veggies. Serve as a meatless main course with a green salad or as a side dish with roasted or grilled meats.

Prep Time:
20 mins
Cook Time:
55 mins
Total Time:
1 hr 15 mins
1 9x13-inch casserole


  • cooking spray

  • 1 (16 ounce) package elbow macaroni

  • 4 teaspoons kosher salt, divided

  • 2 (8 ounce) packages sharp Cheddar cheese

  • 6 tablespoons butter

  • cup all-purpose flour

  • ¼ teaspoon ground mustard

  • 3 ½ cups whole milk, or more to taste

  • 3 ounces cream cheese, softened

  • ½ teaspoon ground black pepper

  • teaspoon cayenne pepper (Optional)


  1. Preheat the oven to 350 degrees F (175 degrees C). Spray a 9x13-inch baking dish with cooking spray.

  2. Bring a large pot of water to a boil. Add macaroni and 2 ½ teaspoons salt and cook, stirring frequently, for 5 to 6 minutes. Drain and set aside.

  3. Shred Cheddar cheese by hand or in a food processor; set aside.

  4. Melt butter in a large saucepan over medium heat. Whisk in flour and cook, whisking constantly, until smooth, 3 to 4 minutes. Whisk in mustard powder, then 3 ½ cups milk. Whisk occasionally until mixture comes to a simmer, then let simmer for 5 minutes.

  5. Add cream cheese and cook, stirring often, until thick, creamy, and smooth, about 5 minutes. Add remaining 1 ½ teaspoon salt, pepper, and cayenne.

  6. Stir in 2 cups shredded Cheddar. Turn off the heat and let cheese melt. Stir in cooked macaroni. Add up to ¼ cup milk if you feel like the mixture is too thick.

  7. Layer ½ of the pasta mixture in the bottom of the prepared baking dish. Top with 1 ½ cups Cheddar. Spread remaining pasta mixture over top and sprinkle with remaining Cheddar.

  8. Bake in the preheated oven until golden and bubbly, 25 to 30 minutes.

    Creamy mac and cheese with chicken and a salad on a white plate
    Creamiest Mac and Cheese. Allrecipes

Cook's Notes:

Cavatappi and shell pasta are good substitutes for elbow macaroni. Whatever pasta you use, cook it for about 2 minutes less than the box recommends.

Purchase block Cheddar and shred it by hand or in your food processor, instead of using pre-shredded. It has better flavor, melts easier, and is also a better value—from two 8-ounce blocks, you get at least 5 cups shredded Cheddar, as compared to the 4 cups you'd get in two 8-ounce packages of shredded Cheddar.

This dish sets up and thickens as it sits but is still deliciously rich and creamy. For a saucier texture, use only 12 ounces pasta, or cook the whole box and set aside 2 cups cooked pasta for another use. For extra indulgence or richness, you could use heavy cream or half-and-half for the milk.

If you want a crunchy topping, toss ½ cup panko bread crumbs with 2 tablespoons Parmesan cheese, 1 tablespoon olive oil, and some salt and pepper, and sprinkle that over the top cheese layer before baking.

To make this ahead of time, wrap the baking dish with plastic and refrigerate. Pull it out about an hour before you are ready to bake, then discard plastic wrap and bake for about twice as long as directed in the recipe.

Nutrition Facts (per serving)

505 Calories
28g Fat
41g Carbs
21g Protein
Nutrition Facts
Servings Per Recipe 10
Calories 505
% Daily Value *
Total Fat 28g 36%
Saturated Fat 17g 87%
Cholesterol 83mg 28%
Sodium 1157mg 50%
Total Carbohydrate 41g 15%
Dietary Fiber 2g 6%
Protein 21g
Potassium 284mg 6%

* 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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