Homemade Macaroni and Cheese

This is the ultimate homemade macaroni and cheese for grown ups! Cheesy, creamy, packed with flavor and sprinkled with some crunchy bread crumbs on top to make it even more amazing.

Macaroni and cheese is such a humble dish, but it brings out strong emotions from many people. It’s comforting and nostalgic, sometimes bringing deep sentimentality from adults, satisfaction from children and tears of frustration from mothers whose children refuse to eat anything else.

No matter which category you fall into (or maybe you’re like me who enjoys a bowl of mac n cheese about once a year), this recipe will bring a smile to everybody’s face. It’s very simple to make and you can add lots of great things to boost up the flavor or keep it as uncomplicated as you (or your picky children) wish. I like to add a little bit of onion, garlic, dry mustard and cayenne pepper that makes the cheese sauce taste phenomenal. As you get a spoonful of cheesy, gooey macaroni and cheese, the golden and crunchy breadcrumbs sprinkled on top give it texture and another dimension of taste.

Ingredients

  • macaroni pasta
    • elbow macaroni pasta is the most traditional to use, but many other medium shaped pasta will work also. We also like to use small shell pasta, cavatappi, ditalini, fusilli and orecchiette.
  • butter, for the cheese sauce + more for toasting the breadcrumbs
  • onion
  • garlic
  • all purpose flour
  • milk (I usually use whole milk)
  • salt, ground black pepper
  • dry mustard, nutmeg optional
    • dry mustard isn’t strong at all and we’re only adding a little bit. It might sound strange to use it, but the slight acidity that it adds will help to cut through the rich and creamy sauce. Nutmeg is a classic addition to bechamel sauces, so it’s perfect here too. We also only use a little bit, but it brings out the nuttiness of the cheeses.
  • cayenne pepper, optional for a little bit of heat
  • grated cheese
    • In this recipe, I used cheddar cheese and monterey jack cheese. This is the perfect recipe to experiment with lots of different cheese options. Use any combination of different varieties of cheeses that melt well. Some other great options are Colby Jack, gruyere, asiago. I also like using Parmesan cheese, which adds a lovely nutty flavor.
  • breadcrumbs
    • fresh breadcrumbs or panko breadcrumbs are my favorite for this
Ingredients for homemade macaroni and cheese

How to make homemade macaroni and cheese

  1. Cook the pasta. Bring a large pot of salted water to a boil. Add the pasta and cook according to package instructions and then drain.
  2. Meanwhile, as you’re waiting for the water to boil and the pasta to cook, you will make the sauce. This way, everything should be ready once the pasta is drained. Isn’t that convenient?
  3. Saute the onion and garlic. In a heavy bottomed pot, melt the butter. Add the minced onion, season with a pinch of salt and cook until the onions are tender and translucent, but not golden. Add the minced garlic and cook for another 30 seconds.
  4. Make the roux. Add the flour and mix until it’s completely incorporated into the butter, stirring the whole time, just until the flour starts to get golden, about 1 minute
  5. Slowly pour in the milk, a little bit at a time, whisking constantly so that you don’ t get any lumps.
  6. Add the salt, ground black pepper, dry mustard, nutmeg and cayenne pepper. Mix to combine. Bring the milk to a simmer, covered, on medium low heat. Keep cooking until the milk thickens up, about 5 minutes.
  7. Now we’re ready for the cheese! Turn off the heat and add the cheeses, mixing to combine, until the cheese is melted and smooth.
  8. Time to mix it all together. Add the drained pasta to the cheese sauce and mix until the sauce is coating all the pasta.
Step by step tutorial of how to make homemade macaroni and cheese

The macaroni and cheese will be very saucy and creamy right away, when you mix it all together. The longer is stands, the thicker it will be. You can add a little bit more milk, or even broth, to thin it out, if you need to.

Serving the Macaroni and Cheese

  1. For the breadcrumb topping, toast the breadcrumbs in the butter, on a skillet, over medium heat, stirring frequently until golden brown.
  2. Serve right away. The longer the macaroni and cheese stands, the thicker it will get. If you want to thin it out or reheat leftovers, add some milk to it and it should still have a great saucy consistency.
  3. Sprinkle the breadcrumbs over each portion of macaroni and cheese.
The ultimate homemade macaroni and cheese, made from scratch with tons of flavor.

Helpful Tips and Frequently Asked Questions

Make this mac and cheese even easier, by omitting the onion and garlic.

You can omit the onion and garlic, if you want to make this recipe even easier or just want to keep the flavors very simple. Not a problem at all. Just make the cheese sauce without them, then you can add some onion powder and garlic powder along with the other spices to still add some of those flavors in.

Bake the macaroni and cheese in the oven.

If you want to bake the macaroni and cheese in the oven, undercook the pasta, so that it still has a little bit of bite left to it. Mix the pasta with the cheese sauce, pour the macaroni and cheese into a rimmed baking dish, (a 13×9 inch baking dish works great for this) and bake in a preheated 350 degrees Fahrenheit, until the Macaroni and Cheese is bubbling around the edges.
This is perfect to prep it ahead of time. You can have it all cooked, assembled and ready to go in the oven up to a few days in advance. Sprinkle with the toasted bread crumbs when it’s hot and bubbly and serve.

What’s the best way to reheat macaroni and cheese?

Macaroni and cheese is always best served right away, but if you have leftovers, make sure to reheat it very slowly and on low heat. This will prevent the sauce from breaking and become really greasy and unpleasant.
Add the macaroni and cheese to a skillet, add a little bit of milk or even broth to help loosen up the sauce and to create some steam in the skillet. Cover, and reheat on low heat, stirring frequently, until the pasta is just heated through.

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Homemade Macaroni and Cheese

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This is the ultimate homemade macaroni and cheese for grown ups! Cheesy, creamy, packed with flavor and sprinkled with some crunchy bread crumbs on top to make it even more amazing. 

  • Author: Olga’s Flavor Factory
  • Prep Time: 10 mins
  • Cook Time: 20 mins
  • Total Time: 30 minutes
  • Yield: 6–8 servings 1x
  • Category: Sides

Ingredients

Scale
  • 16 oz pasta (elbows, shells, whatever and you like)
  • 4 Tablespoons butter
  • 1 small onion, minced (optional)
  • 1 garlic clove, minced (optional)
  • 6 Tablespoons all purpose flour
  • 5 cups of milk (+ about 1/2 cup more milk if you are reheating the pasta)
  • 1 teaspoon salt, 1/2 teaspoon ground black pepper
  • 1 teaspoon dry mustard, optional
  • dash of nutmeg, optional
  • dash of cayenne pepper, optional
  • 8 oz cheddar cheese, grated
  • 8 oz monterey jack cheese, grated
  • Breadcrumb Topping:
  • 1 1/2 Tablespoons butter
  • 1 – 1 1/2 cups fresh breadcrumbs

Instructions

  1. Bring a large pot of salted water to a boil. Add the pasta and cook according to package instructions and then drain.
  2. While you are waiting for the water to boil and cook, make the sauce, so everything should be ready once the pasta is drained.
  3. In a heavy bottomed pot, melt the butter. Add the minced onion, season with a pinch of salt and cook until the onions are tender and translucent, but not golden. Add the minced garlic and cook for another 30 seconds. 
  4. Add the flour and mix until it’s completely incorporated into the butter, stirring the whole time, just until the flour starts to get golden, about 1 minute.
  5. Slowly pour in the milk, a little bit at a time, whisking constantly so that you don’t get any lumps. Add the salt, ground black pepper, dry mustard and cayenne pepper. Mix to combine. Bring the milk to a simmer, covered, on medium low heat. Keep cooking until the milk thickens up, about 5 minutes.
  6. Turn off the heat and add the cheeses, mixing to combine, until the cheese is melted and smooth.
  7. Add the drained pasta to the cheese sauce and mix until the sauce is coating all the pasta. Serve right away. The longer the macaroni and cheese stands, the thicker it will get. If you want to thin it out or reheat leftovers, add some milk to it and it should still have a great saucy consistency.
  8. For the breadcrumb topping, toast the breadcrumbs in the butter, on a skillet, over medium heat, stirring frequently until golden brown.
  9. Sprinkle the breadcrumbs over each portion of macaroni and cheese.

Notes

This recipe makes a big batch of macaroni and cheese. You can easily halve the recipe if you don’t want to make too much.

  1. If you want to bake the macaroni and cheese in the oven, undercook the pasta, so that it still has a little bit of bite left to it. Mix the pasta with the cheese sauce, pour the macaroni and cheese into a rimmed baking dish, (a 13×9 inch baking dish works great for this) and bake in a preheated 350 degrees Fahrenheit, until the Macaroni and Cheese is bubbling around the edges. Sprinkle with the toasted bread crumbs and serve.

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