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This Homemade Creamy Baked Macaroni and Cheese is an alltime family favorite recipe! A timeless classic with layers of buttery cheese sauce, a combination of creamy cheeses, and finished off with a crunchy cheesy topping! This is ultimate cheesy deliciousiness is perfect for a comforting dinner or as a holiday side dish.

Whenever you serve it, kids and adults alike love it and request it time and time again.

Removing a scoop of macaroni and cheese from a casserole dish.

Ingredient Notes

  • Large Elbow Macaroni Pasta: Elbow macaroni noodles are ideal for holding onto creamy cheese sauce. Feel free to substitute with any shortcut pasta, such as cavatappi or corkscrew-shaped pasta, penne, shells, fusilli or spiral-shaped pasta, rotini, farfalle or bow-tie pasta, ziti, or rigatoni.
  • Salted Butter adds richness and helps prevent the noodles from sticking together. It is also used to make the cheese sauce.
  • Sharp Cheddar Cheese: Provides a deep, tangy flavor that’s classic to macaroni and cheese.
  • Colby Jack, Gouda, Gruyere, Muenster, or Mozzarella: These are suggested for variety and creaminess. You can mix and match with your favorite cheeses to create a unique flavor profile.
  • Heavy Cream contributes to the sauce’s luxurious, creamy texture. It’s a key ingredient for that rich, decadent mouthfeel.
  • Whole Milk: Used alongside heavy cream to thin out the sauce without losing creaminess. Helps to balance the richness.
  • Pepper adds a slight kick and depth of flavor. For the best taste, fresh-ground black pepper is recommended.
  • Salt enhances all the flavors. If you use salted butter, you may want to adjust the added salt to taste.

How To Make Baked Macaroni and Cheese

Be sure to see the recipe card below for exact ingredients and full recipe instructions!

Step 1 | Prep Baking Dish and Preheat Oven

First things first, preheat your oven to a cozy 350℉. While the oven’s getting warm, butter or grease a 9 x 13 baking dish to ensure nothing sticks. Set that aside for now.

Step 2 | Boil and Drain Pasta

Now, the pasta dance begins. Grab a large pot, fill it with water, toss a pinch of salt in there, and bring it to a rolling boil. When it’s bubbling away, introduce your dried pasta to the water. You’re going to want to cook it just a tad less than what the package recommends for al dente, so about a minute shy.

Once it’s perfectly undercooked, drain that pasta and toss it back in the pot. Here, you might want to consider a tablespoon of butter to toss through the noodles, keeping them from turning into a sticky mess

Noodles boiled in a pot and then drained in a colander.

Step 3 | Shred Cheese

While the pasta’s doing its thing, it’s cheese time. If you’re starting with a block of cheese, get out that box grater and put some elbow grease into it. This bit of effort will pay off with the creamiest of results, but if you’re in a pinch, grabbing a bag of good quality, thick-cut pre-shredded cheese (I’m partial to Sargento) will do just fine.

You’re aiming for about 7 ½ to 8 cups of cheese in total, though if you’re not as cheese-crazy, 6 cups will still work wonders. You’ll need 4 cups for the sauce, an optional 2 cups to stir into the pasta later for extra gooeyness, and 1 ½ to 2 cups for that golden topping.

Step 4 | Make the Cheese Sauce

Next up, sauce creation. In a saucepan over medium heat, melt some butter, then pour in the heavy cream. Begin to whisk in 2 cups of cheese until it melts into a dreamy mixture. Continue this process, slowly adding the rest of the cheese and some milk until you’ve got a smooth and velvety cheese sauce.

Season with a touch of salt and pepper, give it one final stir and take it off the heat.

Melted butter added to a sauce pan and then cheese, cream, and milk added to make a cheese sauce.

Step 5 | Assemble & Bake

It’s assembly time. Pour that glorious cheese sauce over your pasta, stirring well to ensure each noodle is luxuriously coated.

A pot with macaroni noodle with cheese sauce added and combined.

If you went for the extra cheese, now’s the time to add it to the mix.

Noodles with cheese sauce and shredded cheese in a pot and then stirred to combine.

Transfer everything into your prepared baking dish, sprinkle the last of your cheese on top, and slide it into the oven. Give it about 20 to 25 minutes, until it’s golden and bubbling with joy.

Macaroni and cheese mixture added to a casserole dish and topped with shredded cheese.

For the finishing touch, if you like a bit of crunch, pop the dish under the broiler for 2 to 5 minutes until it’s golden brown and irresistible. Keep a close eye on it; we’re looking for toasted perfection, not a charred disaster. And there you have it, a baked macaroni and cheese that’s sure to bring smiles all around.

A white casserole dish filled with creamy baked macaroni and cheese.


  • Don’t overcook your pasta. Check the package and cook 1 less minute than directed for al dente.
  • To avoid lumps in your sauce, stir constantly as you slowly pour the heavy cream and milk in. Once the liquid is all added, keep stirring until smooth. I love using a whisk for this step.

Variations and Substitutions

  • Cooked Bacon or Pancetta adds a smoky flavor to complement the mac and cheese. They can be cooked until crispy and sprinkled on top or added inside while baking.
  • Flavor Boosters: Take this creamy mac and cheese to another level by adding in some spices. Paprika or smoked paprika, ¼ to ½ a teaspoon of paprika will do the trick, garlic powder or paste, mustard powder for a little tang, or some chili flakes, cayenne, or hot sauce for a little kick.
    Add chicken bouillon or use chicken broth for cooking noodles for extra added flavor.
  • Crunchy Toppings: While I love the crunchy cheesy topping, you can go for a different crunch factor by tossing 1 cup panko crumbs or Ritz cracker crumbs with 2 tablespoons of butter and backing that on top.
  • Stovetop Macaroni and Cheese: If you want to skip the baking, Cook the pasta to al dente. Make the cheese sauce as directed. You will only need 3 ½ to 4 cups of cheese, as you don’t need the extra shredded cheese for the filling or the topping. Once the cheese sauce is nice and creamy, stir in the pasta until coated and combined.

Recipe FAQs

How can I prevent my macaroni and cheese from being grainy?

A grainy texture can result from overheated sauce or using pre-shredded cheese (which often contains anti-caking agents). To prevent this, melt the cheese in the sauce over medium-low heat. If using pre-shredded cheese, make sure to use a good-quality brand that doesn’t have an excess of caking agents in it, or consider grating cheese from a block.

Why did my cheese sauce separate?

Cheese sauce can separate if the cheese is added too quickly or the heat is too high. Add cheese gradually and melt it slowly on low heat to prevent separation

How can I make my macaroni and cheese creamier?

For a creamier texture, ensure you’re using full-fat dairy products like whole milk and heavy cream. Add an addition cup of heavy cream to the recipe for an even extra creamy filling.

Is it better to bake macaroni and cheese covered or uncovered?

Bake it uncovered if you want a crispy, browned top. If you prefer to keep it moist and prevent the top from browning too much, cover it with foil for part of the baking time.

A plate of mac and cheese with the casserole dish set on the table in the background.

Storage and Reheating

Make Ahead Mac and Cheese

  • Make as directed, but do not bake. Tip: Cool the pasta completely before adding to the cheese sauce. This way, it will absorb less of the sauce. Transfer to a baking dish and cool completely. Cover with foil and refrigerate for 1 to 2 days ahead.
  • When ready to bake, remove from the refrigerator and let come to room temperature for 30 minutes.
  • Bake as directed until hot and bubbly.

Keep in mind the result will not be quite as creamy as if baked right away. I suggest increasing the sauce (adding 1 cup more milk) or reducing the pasta a bit. The macaroni will still be delicious but less creamy. Cooking right away yields the best results.

Storage: Cover with foil or plastic wrap or place in an airtight container and store in the refrigerator for 3 days.

What’s the best way to reheat leftovers?

Reheat in the oven, covered with foil, at 350℉ until heated through. Alternatively, you can microwave individual portions. Tip: add a splash of milk to help keep it moist.

What to serve with southern mac and cheese?

For a classic southern meal serve this with the best collard greens, southern lima beans, green beans with bacon, black eyed peas, and a pan of skillet corn bread. Pair it with a crock pot pork roast or slow cooked beef brisket for a complete meal.

More Casseroles To Enjoy

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Removing a scoop of baked macaroni and cheese from a casserole dish.
4.79 from 14 votes

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Baked Macaroni and Cheese

Prep Time: 15 minutes
Cook Time: 30 minutes
Total Time: 45 minutes
Servings: 12 servings
Author: Nikki Lee
This Baked Mac and Cheese is full of a combination of cheeses, layered into a rich and creamy cheese sauce, for ultimate cheesy deliciousness!  It's a family favorite recipe that is perfect for a comforting dinner or as a holiday side dish!
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  • 1 lb large elbow macaroni pasta, (or any short cut pasta)
  • 1 stick salted butter
  • 4 cups sharp cheddar cheese
  • 3 ½ to 4 cups Colby Jack, Gouda, Mozzarella, (or any of your favorite cheese combinations)
  • 2 cups heavy cream
  • 2 cups whole milk
  • ½ teaspoons pepper
  • 1 to 2 teaspoons salt , (or to taste)


  • Preheat oven to 350℉. Butter or grease 9 x 13 baking dish. Set aside.
  • Bring a large pot of salted water to a boil. When boiling, add dried pasta and cook 1 minute less than the package directs for al dente. Drain. Return to pot and toss in 1 tablespoon of butter to keep the noodles from sticking together, if desired.
  • While pasta is boiling, grate cheese with a box grater if using block cheese (this will produce the creamiest result). If using a pre-shredded cheese, use a good quality cheese (I like the thick-cut Sargento brand).
    I use 7 ½ to 8 cups of cheese; however, you can reduce it to 6 cups total if desired. 4 cups total for the cheese sauce. 2 cups to mix into the pasta after adding the cheese (this step is optional, but I love the results. If grating the cheese, you can use those pieces of cheese you cannot grate for this step). 1 ½ to 2 cups for the topping
  • Add butter to a saucepan and melt over medium heat. Then pour the heavy cream into the melted butter and add 2 cups of cheese, whisking until melted and combined.  Continue slowly adding in the remaining 2 cups of cheese and milk, whisking until combined and smooth.
  • Add in salt and pepper and mix until combined and remove from heat.
  • Pour the cheese sauce into the macaroni noodles and stir to coat the pasta. Add in reserved 2 cups of shredded cheese and stir to combine.
  • Pour into baking dish and top with remaining cheese. Bake for 20 to 25 minutes until golden and bubbly.
    Broil for 2 to 5 minutes, until golden brown and crunchy. Keep an eye on it so that it does not burn.


5 Cheese Mac and Cheese Blend
  • 3 cups Sharp Cheddar Cheese
  • 2 cups Colby Jack Cheese
  • 1 cup Muenster Cheese
  • 1  ½ cups Gouda or Grueyer Cheese
  • ½ cup Mozzarella Cheese

Nutrition Information

Serving: 11 serving Calories: 606kcal (30%) Carbohydrates: 33g (11%) Protein: 25g (50%) Fat: 41g (63%) Saturated Fat: 25g (156%) Polyunsaturated Fat: 2g Monounsaturated Fat: 10g Trans Fat: 0.003g Cholesterol: 124mg (41%) Sodium: 702mg (31%) Potassium: 262mg (7%) Fiber: 1g (4%) Sugar: 4g (4%) Vitamin A: 1412IU (28%) Vitamin C: 0.2mg Calcium: 615mg (62%) Iron: 1mg (6%)

Nutritional Disclaimer

Soulfully Made is not a dietician or nutritionist, and any nutritional information shared is only an estimate. We recommend running the ingredients through an online nutritional calculator if you need to verify any information.

©️Soulfully Made

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  1. 5 stars
    Made this for dinner last night and the family loved it. It was so creamy and cheesy. Perfect consistency!

  2. Hello, not meant as criticism but need to know! I do not use the bags of cornstarch coated cheese but fresh shred blocks. Do I need to make a roux to thicken the cheese sauce? Thankyou!

  3. 4 stars
    Excellent creamy cheese sauce! I added broccoli (par steamed, then roasted to dry out a bit), and I think next time I’ll add butter to the panko and cheddar topping bc it was a bit dry in spots.

  4. Love this recipe as is. Was looking for a classic mac and cheese without flour. Making it for the fourth time today. Also making baked bbq ribs and green beans.

    1. Thank you Sherry. I don’t find the flour necessary and it still holds together and is bubbly delicious! Sounds like you have the perfect meal planned! What time is dinner?

  5. I would generously rate this recipe 3/5 stars. This recipe makes a dish with some flavor. However, I had to cook my macaroni in water that had Italian seasoning, Nature’s Seasons, and pepper to give it more flavors. After that, when I was ready to add cheese I added 2 cups of finely grated cheddar cheese, 1 cup of finely grated pepperjack cheese, 1 cup of a pre-shredded Mexican cheese blend, 1/4 cup of Italian 5-cheese tomato sauce, and 3/4 cup of finely grated parmesan cheese. Once I did that, I added 1 tablespoon of paprika, 1 tablespoon of taco seasoning, and 1 teaspoon of mustard. Adding Italian sausage to it made it even more delicious from my perspective.

    1. Well what you have put together to change it up sounds like a delicious casserole, not mac and cheese. This recipe is for a classic mac and cheese. Thank you for sharing your perspective.

      1. 5 stars
        Great comment, Nikki!! I agree with you that your recipe is a delicious Mac and Cheese. Thank you!

  6. This looks amazing. Anytime I have made baked mac and cheese, it comes out dry. Looks like you’ve solved that problem 🙂 I may have to give this a try this weekend!