The Best Baked Macaroni and Cheese – Creamy and Cheesy!

The best baked macaroni and cheese–creamy and full of cheese, it’s a classic family favorite! No eggs, just a creamy cheese sauce and 12 cups of cheese! It’s the cheesiest and the best!

The best baked macaroni and cheese--creamy and full of cheese, it's a classic family favorite!

Cold, rainy, winter days…or hot, steamy, summer weekend cookouts with barbecue—both are perfect for a warm, comforting, cheesy plate of creamy macaroni and cheese. It’s a kid-pleaser that adults cannot resist, even when we know it’s loaded with fat and calories. But that’s what makes it so good, right? And macaroni and cheese is so universal: You can serve it with fried chicken, pork roast, pot roast, or even as a meal itself.

When my beloved stepdaughter, Malorie, first came into my life, she was a quiet, skinny 9-year-old whose diet consisted primarily of macaroni and cheese, grilled cheese sandwiches, baked potatoes with cheese, cheese fries, mozzarella cheese sticks, cheese and pepperoni pizza…do you see a pattern here? Her mother and I despaired that she would ever eat anything that didn’t include cheese. And, of course, I had to step up my game a bit. I was used to making macaroni and cheese out of the box; however, if Mal was going to eat mostly macaroni and cheese at my house then I decided to make sure it was at least delicious.

I tried a few different recipes for baked macaroni and cheese and finally settled on this one that I found in Southern Living, minus the red pepper and the granulated garlic. I did add the garlic one year, and the Favorite Daughter said, “What’s in the macaroni and cheese?” So, I learned that it was best to keep it simple: cheese, butter, milk, noodles. This recipe served us just fine until a couple of years ago when I read the now-famous Julia Moskin article in the New York Times, which recounted the author’s search for the perfect macaroni and cheese. Moskin tried several different versions and ended with the advice, “When in doubt, add more cheese.”

Thus, the evolvement of my cheesiest creamy macaroni and cheese recipe began. After a few experiments, I’ve tweaked it to this version that includes extra-sharp white Cheddar in the sauce, and more cheese once the sauce and noodles are combined. It’s creamy. It’s buttery. It’s cheesy. It’s luscious. It’s absolutely divine. It’s the BEST baked macaroni and cheese this or that side of the Mississippi, north or south of the Mason-Dixon line.

Ok, it’s also fattening so we don’t have it very often.

How to Make Baked Macaroni and Cheese

Start by getting your cheese ready. Grate enough extra-sharp white Cheddar, extra-sharp Cheddar and sharp Cheddar to give you 12 cups of cheese. I only use Cracker Barrel cheese, and they have now changed their blocks to 8 ounces from what used to be 10, so now I use 2 of each different type which equates to about 12 cups of cheese.  Set aside six cups for the sauce. The remaining cheese will be split with three cups mixed into the noodles after the sauce has been incorporated, and the last three cups sprinkled on top.

Next, start the sauce. I just use the same stockpot in which I cooked the noodles. Drain the noodles and let them sit in the strainer. Then melt a stick of butter in the noodle pot and once melted, stir in half a cup of flour.

The best baked macaroni and cheese--creamy and full of cheese, it's a classic family favorite!

Whisk continuously for a couple of minutes, then slowly whisk in the half-and-half and milk. Cook until thickened.

The best baked macaroni and cheese--creamy and full of cheese, it's a classic family favorite!

Remove the pot from the heat and stir in the salt, pepper, and 6 cups of grated cheese. Stir this well until the sauce is creamy and all the cheese is completely melted.

The best baked macaroni and cheese--creamy and full of cheese, it's a classic family favorite!

Then mix in the noodles and stir until noodles are well coated with sauce. Now stir in 3 cups of grated cheese. If you want to use Gruyere instead of the sharp Cheddar, I would mix it up and use some of it here and some on top. Pour the noodles and sauce into a lightly greased 9×13 inch baking dish.  Sprinkle the remaining 3 cups of cheese on top of the noodles.

The best baked macaroni and cheese--creamy and full of cheese, it's a classic family favorite!

Place the dish on a cookie sheet covered with foil and bake for about 35-40 minutes, until the top is lightly browned and crusty. Then prepare to sink into the warm comfort of your grandmother’s kitchen and enjoy the best baked macaroni and cheese you’ve ever had.

The best baked macaroni and cheese--creamy and full of cheese, it's a classic family favorite!

I’m happy to report that my beautiful Favorite Daughter no longer exists solely on macaroni and cheese, although I try to make this dish if I know she’s coming for a visit. She’s also no longer quiet, but that’s another story.




The Best Baked Macaroni and Cheese
Prep time
Cook time
Total time
The best baked macaroni and cheese--creamy and full of cheese, it's a classic family favorite!
Serves: 10-12
  • 1 stick unsalted butter
  • ½ cup all-purpose flour
  • ½ teaspoon salt
  • ½ teaspoon ground pepper, white or black
  • 2 cups half and half
  • 2 cups milk
  • 12 cups grated cheese (a mixture of extra-sharp white Cheddar, sharp Cheddar, and extra-sharp Cheddar or Gruyere--if using the Kraft Cracker Barrel blocks that I highly recommend, you will need six 8 oz. blocks. I use two of each.)
  • 1 pound macaroni, cooked and drained
  1. Preheat oven to 375.
  2. Lightly grease a 9x13 inch baking dish, and spread foil inside a large cookie sheet for the dish to sit in. Or you could just plan to clean your oven.
  3. Grate all the cheese into a large bowl.
  4. Remove six cups of cheese to another bowl and set aside. This is for the sauce.
  5. Melt butter completely in a large skillet or Dutch oven over medium-high heat. (I use the same stockpot in which I cooked the noodles.)
  6. Slowly whisk in flour until smooth.
  7. Cook, whisking continuously, for about two minutes.
  8. Slowly whisk in half-and-half and milk and whisk continuously for about 8 minutes until thickened.
  9. Remove pot from heat.
  10. Stir in salt and pepper.
  11. Stir in 6 cups of grated cheese and continue stirring until cheese is completely melted and sauce is creamy.
  12. Add cooked macaroni noodles to the cheese sauce and mix well, until noodles are incorporated into sauce.
  13. Slowly mix 3 cups grated cheese into the noodles.
  14. Pour noodles and cheese sauce into the prepared baking dish.
  15. Sprinkle the remaining 3 cups of grated cheese on top of the noodles.
  16. Bake at 375 for 30-40 minutes to develop a nice, browned, crusty top.
*I always and only use Kraft Cracker Barrel cheese, unless I add Gruyere. Kraft has not requested or paid me for this endorsement.

*This macaroni freezes well before and after cooking. I prefer to freeze prior to baking. I cover with plastic wrap and then wrap the whole thing in foil.
Nutrition Information
Serving size: ¾ cup

This recipe has been included in the Easter Recipe round-up on Southern Bite. 


  • Reply
    June 28, 2011 at 8:47 am

    Now that looks absolutely delicious and worth the calories 🙂

  • Reply
    February 24, 2012 at 1:02 pm

    I have tried the mac and cheese on many occassions and it is the best. My kids fell in love with this mac and cheese and won’t eat the one in the box.

  • Reply
    Chrystalle Lee
    November 26, 2014 at 3:29 pm

    This is how my mom makes it but she uses all shredded sharp or extra sharp cheddar cheese.

  • Reply
    December 4, 2016 at 5:16 pm

    This is amazing! I tried making two at once and freezing one portion this time. How long and at what heat have you found works the best with frozen?


    • Reply
      December 4, 2016 at 8:50 pm

      if I’m making the mac and cheese to freeze, then I’ll put it in smaller containers, wrap in plastic wrap and then in foil. Then freeze. You can bake it from freezer to over just don’t forget to remove the plastic wrap. Bake at 350 for about an hour. You might turn the heat up a little toward the end to get a nice light browning on top.

      You can also freeze the leftover mac and cheese that’s already been cooked. Follow the same process until heated. I like reheating in the oven better than microwave.

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