Creamy Mac and Cheese

Out of this world Creamy Mac and Cheese is easily made on the stovetop but can be baked with a crispy Panko topping. This recipe is always a family favorite for holidays, summer BBQ or served as a big bowl of comfort eating.

During the summer months and for Sunday football my family loves eating this Mac n Cheese with Dry Rubbed Ribs and Wings. Also, it is not uncommon for my husband and I to enjoy this creamy cheesy pasta as a romantic dinner with a gorgeous Rib Eye Steak, Lamb Chops or Bacon Wrapped Chicken. However, if needing a family dinner serve it with Chicken Fingers or juicy Broiled Pork Chops.

A serving of creamy Mac and Cheese in a white bowl.

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Macaroni and Cheese garnished with black pepper.

Ingredients Needed

Ingredients for Creamy Mac and Cheese on a white countertop.

  • Unsalted Butter– Is the base of the cheese sauce. 
  • Mustard Powder– Adds a zippiness and helps to balance the creaminess of the milk and cheese.
  • Smoked Paprika– Adds wonderful smokey undertones. 
  • Garlic and Onion Powder– Brings a deep savory flavor to this comfort classic. 
  • Salt
  • Black Pepper
  • All Purpose Flour– Is an essential element to thickening the roux, aka cheese sauce.
  • Whole Milk– It is important to not use cream because it will make the dish be entirely too rich. However, I have successfully replaced both almond and flax milk (unsweetened) for the whole milk with great results. 
  • Cheese– See “Best Cheese for Mac and Cheese” section below. 
  • Macaroni Noodles– Or any type of noodle may be used. 

How To Make Cheese Sauce for Mac and Cheese

Steps in making cheese sauce for Mac and Cheese.

  1. In a large saucepan or skillet (I used my 5 1/2 quart stainless steel frying pan) melt butter on medium heat. 
  2. Once the butter is melted add spices and stir. 
  3. Sprinkle in flour and whisk or stir with a wooden spatula.
  4. Cook for approximately 1-2 minutes stirring frequently. The flour should become bubbly, almost foamy.
  5. Slowing pour in a small amount of milk while stirring constantly until the mixture becomes paste like.
  6. Continue slowly adding in the milk a little at a time while stirring constantly until all the milk has been added.
  7. Cook stirring often until mixture become thickened and smooth, about 7-8 minutes.
  8. Take off heat and stir in cheese.
  9. Once cheese has melted add in al dente pasta and stir well. Note: It is best to put the water on to boil first and while waiting, gather all the ingredients. Generally speaking, once the water is boiling, the roux and pasta take approximately the same amount of time. 

A fork dipping into a serving of Homemade Mac and Cheese served in a blue bowl.

Baked Mac and Cheese

This recipe is perfect served right off of the stovetop. However, if making this dish ahead of time or if a crispy Panko topping is desired, then baking is a must.

To bake, preheat your oven to 350℉. Add the prepared Macaroni and Cheese to a 9 x 13 inch square pan. In a small bowl mix tougher 1 1/2 cups Panko crumbs (or breadcrumbs) with a 1/4 cup of melted butter and 1/2 teaspoon of salt. Sprinkle evenly over the top of the pasta. Bake for 25-30 minutes and then broil for 2-3 minutes. The few minutes of broiling will ensure that the topping becomes crispy. 

Note: Frozen Mac and Cheese is best when placed in the refrigerator to defrost for 24 hours and then baked. 

Secrets to Making the Best Mac and Cheese

Once you learn the basics of homemade Mac and Cheese it really is a quick, easy and extremely comforting dish that is great for simple dinners or special occasions. Listed below are the tops tips in creating gourmet tasting Macaroni and Cheese. 

Best Cheese for Mac and Cheese

Very simply, the best cheese for making homemade Mac and Cheese is using a combination with one cheese that melts very well along with a cheese that has an intense flavor. In the years of making Mac and Cheese from scratch my family’s favorite combination is soft mozzarella and Kerrygold Cheese. Here are a few more options within each category that you can mix and match. 

Melting Cheeses Ideal for Mac and Cheese 

  • Soft Mozzarella 
  • Muenster Cheese
  • Havarti Cheese
  • Cream Cheese
  • Provolone Cheese

Flavorful Cheeses Ideal for Mac and Cheese

    • Sharp Cheddar Cheese
    • Gouda Cheese
    • Gruyère Cheese
    • Parmesan Cheese (ideally Parmigiano-Reggiano)
    • Fontina Cheese


Cooking Tips That Make a Huge Difference

  • Proportion of Cheese to Milk– When making homemade Mac and Cheese it can be extremely tempting to pack in a bunch of extra cheese to the roux, but please don’t do that. Ultra creamy Mac and Cheese requires a little higher amount of milk and a lower amount of grated cheese than what you would instinctually think it does. Adding more than 5 cups of cheese can result in clumpy and overly dry pasta. 
  • Use Seasoning and Heat in Butter– For many it can seem completely bonkers to add mustard powder and smoked paprika when making homemade Mac n Cheese. However, it is one of the most important elements from taking this dish from everyday to very gourmet tasting. Additionally, heating the seasoning in the butter helps to release their fat soluble flavor molecules. In other words, your Mac and Cheese will taste amazing.
  • Don’t Rush the Roux– One of the most common beginner mistakes when making Macaroni and Cheese from scratch is to rush through the steps. It is best to let the butter melt completely before adding the spices. Cook the spices for about a minute and then whisk in the flour. Additionally, the flour should cook in the butter until it bubbles. Also, the milk should be added just a little at a time while stirring consistently. The final step before adding the cheese is to let the roux simmer so that it thickens and achieves a smooth consistency. 
  • Grate Your Own Cheese– As much of a pain as it is, grating your own cheese will help to create a better finished product. This is because pre-shredded cheese has either cellulose or anti-caking agents that prevents the cheese from melting as well as it should. 
  • What to do Before Adding the Cheese– The last step of making your cheese sauce, lower the heat all the way down to low or completely take it off of the heat. If the heat remains too high, it can cause the sauce to separate. 

Making Ahead, Freezing, Storage and Reheating

As homemade Mac and Cheese sits, it looses its creaminess. That is just the nature of this scrumptious pasta recipe. When making ahead of time, freezing or baking, it is best to use 12 ounces of macaroni noodles rather than 16 ounces. Refrigerate covered or freeze in an airtight freezer container, and by the time it is reheated the creaminess should be perfect. 

For leftovers, store in an airtight container in the refrigerator and reheat individual portions for 2 minutes on power level 8. Stir and add on 1 minute increments, at the same power level, until heated through. Reheat larger portions covered in a microwave safe dish starting with 4-5 minutes on power level 8 and adding on 1 minute increments on the same power level.

Note: It is best to stir Macaroni and Cheese often when reheating. 

A serving of creamy Mac and Cheese in a white bowl.

Creamy Mac and Cheese

Ultra decadent Creamy Mac and Cheese that is perfect for holidays, romantic dinners or family meals. This is one of my family's favorite comfort food dinners.
5 from 1 vote
Print Pin Rate
Course: Dinner, Side Dish
Cuisine: American
Keyword: Mac and Cheese, Mac n Cheese, Macaroni and Cheese
Prep Time: 15 minutes
Cook Time: 15 minutes
Servings: 10 servings
Calories: 492kcal
Author: Heather


  • 16 ounces macaroni noodles
  • 5 tablespoons unsalted butter
  • 5 tablespoons all purpose flour
  • 1 teaspoon salt
  • 1/4 teaspoon black pepper
  • 1 teaspoon mustard powder
  • 1 teaspoon smoked paprika
  • 1/2 teaspoon garlic powder
  • 1/2 teaspoon onion powder
  • 4 cups whole milk
  • 2 1/2 cups soft mozzarella *torn into pieces
  • 2 1/2 cups sharp cheddar cheese *grated, (I use Kerrygold cheese)


  • Bring large pot of water to boil. Salt the water well and cook the pasta to al dente, following the instructions on the package. See Note #1 below.
  • Meanwhile, gather all ingredients while water in coming to a boil.
  • In a large skillet melt butter over medium heat. Once melted add spices to butter and stir well.
  • Sprinkle in flour and whisk to combine. Cook for approximately 1-2 minutes whisking frequently. The flour should become bubbly, almost foamy.
  • Slowing pour in a small amount of milk while stirring constantly until the mixture becomes paste like.
  • Continue slowly adding in the milk a little at a time while stirring constantly until all the milk has been added. Cook stirring often until mixture become thickened and smooth, about 7-8 minutes.
  • Take off heat and stir in cheese.
  • Once cheese has melted add in al dente pasta and stir well. 


Recipe Notes
Note #1- While waiting for the water to boil grate the cheese, tear the soft mozzarella and measure all other ingredients. Cooking the pasta and preparing the cheese sauce will take approximately the same amount of time. I will usually begin melting the butter, add the salt and pasta to the boiling water and then return to making the cheese sauce. 


Calories: 492kcal | Carbohydrates: 43g | Protein: 23g | Fat: 25g | Saturated Fat: 15g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 7g | Trans Fat: 1g | Cholesterol: 77mg | Sodium: 629mg | Potassium: 294mg | Fiber: 2g | Sugar: 7g | Vitamin A: 904IU | Vitamin C: 1mg | Calcium: 469mg | Iron: 1mg
Tried this recipe?Mention @thefedupfoodie or tag #thefedupfoodie!

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