How to Make the Best Mac 'n Cheese

Updated on April 20, 2016

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3.8 stars from 16 ratings of The Best Macaroni and Cheese

The Best Macaroni and Cheese Recipe

If I were in charge of the food pyramid, cheese would have its own building block. I love cheese and always have. One of my favorite dishes, both as a kid and today, is macaroni and cheese. Whenever I'd visit my grandmother, she would always have it ready for me (along with her amazing banana pudding) the night I arrived. As an adult, I've experimented with different ingredients, types of cheese, and even toppings to create what I think is the best macaroni and cheese ever.

This recipe makes a full-sized, 9"x13", casserole dish of macaroni and cheese, so it's a great way to feed a crowd. Perfect for potluck dinners, nights in with the family, or a couple who wants delicious leftovers, this slightly unconventional recipe is sure to change your opinion of macaroni and cheese. Move over, instant mac n cheese in a box! There's a new favorite in town.

Ingredients for mac n cheese
Ingredients for mac n cheese | Source

Ingredients for Macaroni and Cheese

  • 1 lb Noodles, I prefer penne to traditional elbows, but the choice is yours
  • 1 Tablespoon Salt, Additional salt, to taste
  • 5 Tablespoons Butter, For sauce
  • 6 Tablespoons Flour
  • 1 1/2 teaspoons Mustard powder, Trust me on this one!
  • 1/4 teaspoon Cayenne pepper, Optional, but really good
  • 8 oz (2 Cups) Monterey Jack, Shredded, but buy the block and shred it yourself
  • 8 oz (2 Cups) Sharp cheddar cheese, Buy the block and shred it yourself
  • 5 Cups Milk, Whole, skim, or anything else - it doesn't matter
  • 1 Roll Ritz Crackers, Crushed
  • 3 Tablespoons Butter, For Ritz topping
  • 1/2 Onion, Chopped small
  • 1 Tablespoon Olive oil

How to Grate Cheese

Anyone who's ever grated cheese knows it tries to stick to the grater and create a mess. To avoid sticky cheese and a messy grater, give the grater a light coating of cooking spray before grating. If the cheese starts to stick, reapply the cooking spray. This simple tip works amazingly well!

How to Prep the Macaroni and Cheese

Before turning on the stove or oven, use the large holes on a box grater to grate 2 cups each of Monterey Jack and sharp cheddar cheeses. My favorite is Cabot Extra Sharp. I know it is a little extra work, but buying the block and grating it is well worth the effort. Packaged, pre-shredded cheeses contain anti-caking agents that also make them melt strangely and give them an undesirable texture. Plus, blocks of cheese usually have more flavor. If you have older children, they can help cook the meal by shredding the cheese. Growing up, shredding the cheese was frequently my sweat equity for my favorite meal!

The onion is optional - I know many folks do not like onion. However, it is worth a try, if you've never had onion in macaroni and cheese before. Cut about half an onion into small pieces and heat a small pan over medium with 1 T olive oil. After it is warm and shimmering, add the onions and sauté, stirring frequently, until onions are limp and translucent. Remove from heat and set aside.

Prep for Macaroni and Cheese

Click thumbnail to view full-size
Spray the grater and the cheese won' stickGrate the cheeseFinished onions, translucent
Spray the grater and the cheese won' stick
Spray the grater and the cheese won' stick | Source
Grate the cheese
Grate the cheese | Source
Finished onions, translucent
Finished onions, translucent | Source

To Make the Topping

It is best to make the topping before preparing the noodles and cheese.

First, place 3 T butter in a large skillet and heat over medium heat. While the skillet is heating, crush a roll of Ritz Crackers by emptying the sleeve in to a large zip-lock bag and applying pressure with a rolling pin, heavy skillet, or even a rubber mallet. This is a fun way to get kids involved, too, especially children who enjoy banging on things! Do not reduce the crackers to a pulverized dust. Instead, try to break them into large, mealy chunks. Crushing Ritz is very easy.

After the butter is melted and the Ritz are ready, toss the cracker crumbs in the hot butter and flip them with a spatula to ensure they are evenly coated with butter. Then, allow them to brown, stirring occasionally, until ready. Remove from heat and set aside.

How to Make Ritz Topping

Click thumbnail to view full-size
Turn the Ritz into crumbsMake sure the butter is melted and foamyBrowned Ritz crumbs
Turn the Ritz into crumbs
Turn the Ritz into crumbs | Source
Make sure the butter is melted and foamy
Make sure the butter is melted and foamy | Source
Browned Ritz crumbs
Browned Ritz crumbs | Source

To Make Pasta and Cheese Sauce

  • First, place your oven rack in the middle position and preheat the oven to 450 F. Next, boil about four quarts of water in a Dutch over (or other large pot) and add the pasta and 1 T salt. I do not like adding salt to food, but salt alters the boiling point of water. Adding salt helps you achieve the perfect noodle temperature. Boil the noodles according to the box's directions, but make sure to cook them until tender - about 1 minute past al dente. This is crucial! Drain pasta in a colander and set aside, but do not run the pot under water. It needs to remain hot.
  • Return the Dutch oven to medium-high heat and melt the 5 T of butter until it foams. Once the butter is foamy, add the flour, mustard, and cayenne and whisk well. The cayenne is a fantastic addition and, with so little, does not make the dish spicy, even for most children. If you want spicy macaroni and cheese, add an extra 1/4 t of cayenne.
  • Continue whisking over medium-high heat until mixture becomes fragrant and deepens in color, about 1 minute. Gradually whisk in milk. This is another great place to get kids involved. You can have a child pour the milk while you whisk, or vice versa. Having assistance at this step makes thin considerably easier!
  • Bring this mixture to boil, whisking constantly. Yes, it takes a few minutes to boil something if you whisk constantly, but if you don't whisk constantly it will burn, and if it doesn't boil, it will not thicken. After it reaches a full boil, reduce heat to medium and simmer, whisking occasionally, until it has thickened considerably and resembles heavy cream. This usually takes about 5 minutes. Remove the pot from the heat and reduce heat to medium-low.
  • Off heat, whisk in cheeses and salt to taste (about 1 teaspoon should be fine). Whisk until the cheeses are fully melted. Then, add the pasta and onion and return the pot to the burner. Cook the whole noodle and sauce combination, stirring constantly, until mixture is steaming and heated through. This took only 5 minutes for me the most recent time, but it may need a little more or less time.

Click thumbnail to view full-size
Heat the butter until foamyAdd cayenne and mustardCook until browned and fragrant Whisk constantly after Add cheese off the heatAdd noodlesCook until noodles and sauce are heated through
Heat the butter until foamy
Heat the butter until foamy | Source
Add cayenne and mustard
Add cayenne and mustard | Source
Cook until browned and fragrant
Cook until browned and fragrant | Source
Whisk constantly after
Whisk constantly after | Source
Add cheese off the heat
Add cheese off the heat | Source
Add noodles
Add noodles | Source
Cook until noodles and sauce are heated through
Cook until noodles and sauce are heated through | Source

Finishing the Macaroni and Cheese

After the noodle/sauce mixture is steamy and heated, transfer it to a broiler-safe 9-by 13-inch baking dish. You may need to use a spoon to spread it evenly across the pan. Sprinkle the Ritz topping liberally, but uniformly, across the dish's surface. Place the pan in the oven and cook until the Ritz crumbs are deep brown and the cheese is boiling up around the outsides of the pan, as shown. If your oven has uneven heat, rotate the pan after 3-5 minutes in the oven.

Click thumbnail to view full-size
Cover the noodles evenly with the Ritz topping
Cover the noodles evenly with the Ritz topping
Cover the noodles evenly with the Ritz topping | Source
Time to eat!
Time to eat! | Source

Serve and Enjoy!

Fresh, hot macaroni and cheese is a delicious center piece for a family meal. If you can stand the wait, let it sit for up to an hour after taking it out of the oven. The glass dish and large volume of hot food ensure it doesn't become instantly room temperature, but the wait helps the flavors meld, lets it cool enough that you won't burn your mouth, and makes it even more delicious. Some people like topping it with Tabasco sauce or ketchup, but I like it just the way it is.

Leftovers are easy to store. You can simply cover the casserole dish with cling wrap, foil, or a lid. For smaller amounts of leftovers, transfer to reusable glass or plastic containers. While you can reheat leftovers in the microwave, I love eating the cold macaroni and cheese the next day. Maybe it's my imagination, but it almost seems better the second time!

Casserole dishes are easy to cook ahead of time and freeze for use at a later date. If you want to freeze the macaroni and cheese, wait for it to cool completely, wrap it tightly with aluminum foil, and place it in the freezer. By waiting for it to cool, you remove the risk of a fuzzy layer of frozen steam. Additionally, putting hot items in the freezer can cause nearby items to partially thaw, potentially ruining these other foods. For best results, let the macaroni and cheese rest at room temperature for two hours before wrapping and freezing.

Make Your own Family

In college, my friends and I got together on Sundays to cook "family dinner." For this meal, I invited a couple of hungry-looking musicians over (okay, so one of them actually is family...). In short, you don't have to be with your family to have a home cooked meal with comradery. Invite some friends over and get cooking!

The Best Macaroni Ever?

I know some of the ingredients in this macaroni and cheese seem unorthodox, but they are delicious. Are you familiar with any of these less common ingredients (onion, mustard, cayenne)? Or are they new to you?

Making less macaroni and cheese is easy - simply halve all of the ingredients and use a 9"x9" pan.

If you try this recipe, please let me know what you think! I'd love to receive your feedback.

Questions & Answers


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      • Natashalh profile imageAUTHOR


        19 months ago from Hawaii

        What type of cheese did you use? Try using an extra sharp cheddar, and always choose a cheese you grate yourself instead of something pre-grated, for that super cheesy flavor. =)

      • profile image


        2 years ago

        I think this is very good. I just expected a 'bigger' cheese flavor. We are going to try this recipe with stronger cheeses...more cheddar, some gruyere, and maybe some parmesam sprinkled on under the ritz crumbs (these ritz crumbs

        are so good.) We really did like this dish. I think most folks would be extremely pleased. This dish is so creamy...yummy! We just want more cheese flavor. Thank you so much for the recipe.

      • Natashalh profile imageAUTHOR


        4 years ago from Hawaii

        Now you have me curious how it's made in South Africa! I love all types of macaroni and cheese, so I've got to check it out.

      • Hendrika profile image


        4 years ago from Pretoria, South Africa

        This recipe looks really good. It is completely different from the way we make it in South Africa so I am going to try it next time, my granddaughter loves all pasta dishes.

      • Natashalh profile imageAUTHOR


        5 years ago from Hawaii

        How exciting! Thanks for stopping by and I hope you enjoy!

      • profile image


        5 years ago

        Hi! Found you at the Sweet & Savoury Sunday Blog Party. Pinned your recipe and want to try it soon!

      • Natashalh profile imageAUTHOR


        5 years ago from Hawaii

        It makes a huge difference because of the anti-caking agents in shredded cheese. They really make it melt strangely.

      • profile image


        5 years ago

        Thank you for stating that people need to shred their own cheeses. It does make all the difference in any recipe.

      • Natashalh profile imageAUTHOR


        5 years ago from Hawaii

        Excellent! I hope everyone enjoys it and look forward to hearing your thoughts.

      • skye2day profile image


        5 years ago from Rocky Mountains

        Homemade mac n cheese the bestest ever. Thank you for posting your recipe. I will try it for sure on my family. Yummy. Great tip and reminder to freeze. Creamy n cheesy Mac is a winner anytime. It fills lots of tummy's. I will keep you posted. Bookmarked, voted up awesome. Blessings to you and yours dear one. Skye

      • denisemai profile image

        Denise Mai 

        5 years ago from Idaho

        A candy made by Willy Wonka that has been discontinued. They started out as a pack of 5 wafers about the size of a silver dollar and later were sold in a tube like Bottle Caps or sweet tarts. They were fruit flavored. The world's most perfect candy. :)

      • Natashalh profile imageAUTHOR


        5 years ago from Hawaii

        Wacky wafers? What are these? Seriously - I don't know.

      • denisemai profile image

        Denise Mai 

        6 years ago from Idaho

        My two favorite foods in the world: wacky wafers and Mac n cheese. I like the addition of cayenne pepper for a little kick. Great idea!

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        From a box is quicker, but this is tastier! And I never get tired of foods I like - I've eaten a peanut butter and jelly sandwich nearly every day for lunch for years, but I still love peanut butter!

        Thanks for stopping by and commenting.

      • wilderness profile image

        Dan Harmon 

        6 years ago from Boise, Idaho

        This one is definitely getting bookmarked; I love Macy cheese. Odd as during my college years I nearly lived on it, having a box every day.

        I usually do just make up a box, jazzing it up with this and that, but this looks far superior.

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        Cooking with Cheese?!

        I think I've eaten at a Spaghetti Factory exactly once in my life. I don't think I've seen one in this area, ever. Maybe they're not in my part of the country?

      • Winsome profile image


        6 years ago from Southern California by way of Texas

        Superbly done Natasha, I just bought a BH&G cook book at a yard sale because of the title--cooking with cheese. Didn't even have to look inside. There are some McAroney's in Texas and I always thought they should open up a cheese shop. McAroney & Cheese--yeah it just fits.

        Have you ever had the Spaghetti Factory's browned butter and Mizithra cheese over spaghetti? It is permanently addicting. =:)

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        I hope you get the chance to make it and enjoy! Thanks for stopping by and leaving a comment.

      • T4an profile image


        6 years ago from Toronto, Ontario

        This sounds amazing. I can't wait to try it. I love macaroni and cheese. Talk about comfort food!! Thank you for this great recipe.

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        Thank you! I hope you get the chance to try it out. I ate this from Sunday night until Tuesy afternoon, and I was still sad to see the end of it. As for the grater, it's always those little kitchen tips that make you want to slap your forehead because they seem so glaringly obvious!

      • Simone Smith profile image

        Simone Haruko Smith 

        6 years ago from San Francisco

        I love the idea of spraying the cheese grater- why had I not thought of that??? Your instructions are fantastic, and as a mac and cheese lover, I'm always happy to come across a new recipe. Thanks for this!

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        Thank you =)

      • anusujith profile image

        Anoop Aravind A 

        6 years ago from Nilambur, Kerala, India

        Seems to be yummy... Nice photos...

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        I have been eating it every day since then! Ok, so I've only had it four meals in a row...a fifth is coming up, though - and I could still have it more times and not get sick of it. That's ow much I love macaroni and cheese. Glad you like it, too.

      • teaches12345 profile image

        Dianna Mendez 

        6 years ago

        Great photos on this hub, makes it even more appealing. Love mac and cheese and could eat almost every day, if my diet would allow it. Great recipe suggestion. Yum!

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        I hope that you enjoy it! I've actually noticed it tastes better after its been sitting for a little while and cooled down. Because of the glass dish, it will still be a nice temperature an hour later (which is why it needs to cool 2 hours for freezing), and taste even better. Maybe I should put that in the recipe...

        Anyway, thanks for stopping by and I hope you get the chance to make it!

      • bac2basics profile image


        6 years ago from Spain

        Hi Natasha. This is a really interesting version of macaroni cheese and I will give it a try...sounds delicious and more flavoursome than the version I make. Love it...Thanks :)

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        Now there's an idea!

        Thanks for stopping by.

      • jellygator profile image


        6 years ago from USA

        Yum! I like to do something similar, though instead of Ritz I use Durkee French Fried Onions as topping.

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        I wish there were a yum button! Thank you for the votes and pin!

      • TToombs08 profile image

        Terrye Toombs 

        6 years ago from Somewhere between Heaven and Hell without a road map.

        YUM! Where is the YUM button? Voted up and more and pinned :)

      • Natashalh profile imageAUTHOR


        6 years ago from Hawaii

        Awesome! Thank you for stopping by! I'm excited - we just finished eating a little while ago and half of this is still left! I can't wait to have leftovers.

      • billybuc profile image

        Bill Holland 

        6 years ago from Olympia, WA all-time favorite meal. Nothing beat the homemade mac n cheese that my mom used to make. Now this is a recipe I can endorse!


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