So I developed this recipe and now I share it with you, friends. Â Because you all deserve this bit of comforting yum in your life. Â
You are so welcome.
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This one is the one I make to go along with Buttermilk Fried Chicken Tenders or Hammy Sammies or Beef Roast Sandwiches. How about Loaded Roast Beef and Bleu Sliders?  You should probably check them out!  Heck, this would make a PBJ look great.  We love to add chunks of ham and make it a full meal. Add some bacon or crab if it floats your boat! Pulled pork with onions and barbecue sauce?  Oh good heavens!
The possibilities are endless.
Our favorite combinations are a Havarti (2 c.) – Cheddar (4 c.) blend with bacon, or smoked Gouda/Cheddar with ham. Â Also, we’ve grown quite fond of next-day-leftovers* pressed flat and fried in refined (no coconut flavor) coconut oil. Crispy on the outside and hot and gooey on the inside. Â How can you resist?
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And it’s EASY. Â The only bummer is the tired hand you’ll have from grating all of that cheese.
Boil your choice of pasta (it doesn’t matter the shape, just choose one that holds all the cheesy goodness) in water salted with a teaspoon or so of kosher salt until al dente.
While the pasta is cooking, melt 1/2 c. (1 stick) of butter in a large saucepan over medium heat.  Sprinkle in 1/2 c. flour, and whisk together for 2-3 minutes to let it cook.
Add in 1/2 T. (Tablespoon) Kosher or Himalayan sea salt and 1/2 T. (Tablespoon) pepper.
(Originally, the recipe called for 1 T. each of Kosher salt and pepper, but since most readers were using table salt, the result was too salty. Â Please note that I have changed the numbers to reflect what works well as a general rule. Â Start less and add more as needed to taste. Â You can add it in, but you can’t take it out!)
Slowly pour in 4 cups of whole milk (don’t skimp here–in fact you can even use some cream) whisking as you go until smooth. Â Keep whisking until the sauce comes just to a very low boil — it will take several minutes. Â This is where it will thicken considerably. Â If you stop heating it too soon, it will not thicken correctly so whisk and heat until thickened just like in the picture at right. Â Remove from heat.
Grease a 9×13″ dish with butter and add the cooked pasta to the dish.
Over the top of the pasta sprinkle 6 cups freshly shredded Cheddar (I use white or sharp), or any mix of cheese you prefer. Just please skip bagged cheese.  Because of additives, it melts differently.  You will get the best result if you grate a block of cheese!
Pour the beautiful cream sauce over the top of the cheese and pasta and let it sit a couple minutes to begin to melt the cheese.  Then, stir the whole beautiful cheesy goodness together and make the topping. In a small skillet, melt 2 T. butter over medium heat.  Add in 1/2 c. panko bread crumbs.  Stir constantly until golden brown.  Sprinkle over the pasta and cheese.
Bake in a preheated 325 degree oven for 12-15 minutes.
Hot, cheesy perfection.
Serves 6-8 as a main dish or 10-12 as a side.
*I have received many questions regarding preparing THE Mac ahead of time.  It is my recommendation to make this fresh before serving.  Many people LOVE this cheesy goodness reheated, and love the leftovers as much as fresh out of the oven,  But because it is a cheese sauce, it can tend to separate and does not lead to optimal results if you are making it for a get together.  Of course, it is possible to make this ahead, put it in the fridge and then just add some time to your bake time, and it does taste AMAZING, but for optimal results, make it, bake it, and eat it.  :o)
For Crock Pot tips, see the very bottom of this post!
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I have tested THE Mac in the crock pot and I got some decent results! For those of you who need to buy a couple hours if you’re bringing THE Mac to an event without an oven, I found a way to work it! Make all of the elements of THE Mac — make the pasta, grate the cheese, make the cream sauce and stir it all together. Also, make the panko topping, but set this aside to add to the top before serving.
Keep this in your crock pot on low for about two hours. After that, stir it, set the temp to warm and be prepared to serve it as soon as possible since the longer it sits on warm, the more the sauce bakes in and you lose the creaminess that makes this spectacular. It still tastes delicious, but the texture definitely changes to be more like a traditional baked mac and cheese.
Please note that all crock pots are different and one that has a bit of a higher temp may dry this recipe out quicker! Keep an eye on it and be prepared to turn it down or off if needed. Again, fresh is best, but I hope this provides you an alternative if you need it!
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Once upon a time, there was a girl who just wanted creamy, cheesy mac and cheese. Not full of spices or fancy things, just plain ol’ gooey mac and cheese. As such, The Mac & Cheese was born. Alison's recipe has become our claim to fame—standing strong as the Most Pinned Mac & Cheese Recipe on Pinterest.
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This is absolutely the best!!! I’ve made this 3-4 times, everyone requests it now! I’ve even made it and thrown it in a crockpot to keep warm instead of baking it, and it turns out great. I just leave to crumb topping off. I omit one cup of milk and add in a cup of Greek yogurt, very creamy! I also do 2 cups of havarti and 4 cups of sharp cheddar. Gooey perfection! Thank you so much for the wonderful recipe, Alison!
Hi there, Honey! :o) You sure made me smile with your sweet words. I’m so so glad you found THE Mac and love it! Good ideas for subbing in Greek yogurt. It’s a really forgiving recipe as far as adding your own variations, isn’t it? I hope you find some more things here to like and try! Have a happy day!
Hello Alison and Addie,
I made your Mac and cheese and it was delicious. We have a pot lock at work and would like to make the Mac and cheese. The question I have is if I assemble the dish the night before , store it in the fridge , and bake it in the morning before I go to work. Do you think that will work and the dish will be fresh and gooey. Thank you for sharing the recipe.
Hi, Eva! This is probably our most popular question. I cannot guarantee that my recipe will turn out the way you want it to when you’re not making it fresh. I’m not saying you shouldn’t try, I’m just not promising perfect results. Many people have tried different methods for making it, even in the crock pot. I would recommend you read through the comments for alternatives. :o) Thanks so much for stopping by.
I LOVE this recipe. I added a few things. Minced Garlic when making the Roux. Then added some cayenne pepper when you add the black pepper. I also skipped the salt. The cheeses I used .. Havarti, Smoked Gouda, Sharp Cheddar and a tiny bit of Mozzerella. Oh, and I sprinkled some grated Parm on top before I put it into the oven… Can you tell I like cheese?
Hello, Alex! Yum!! You’re making me hungry! I love your additions! And those cheeses…!!! Nice work! Thanks so much for taking the time to comment! Hope you try some other recipes from or blog. :o)
My 14 year old son just had surgery and wasn’t eating much of anything. He asked for homemade Mac and Cheese. I came across your recipe and HOLY COW! He ate the entire bowl I served him. This is an incredible (and easy) recipe. He said it was the best he’s ever had! Thanks for the “healing food!” You rock!
Well, Judi, you are the first comment that ever made me tear up so there’s that… :o)
I wanted my food to nourish — in whatever way that happens. Sometimes, it’s physical and some days it’s emotional. We all know there are just days for cheese and carbs.
Thank you from the bottom of my heart for sharing this story. It means the world. I will pray your son’s recovery is remarkably fast and easy for both of you. <3
Amazing!! Myself, my husband and 3 boys turn into complete oinkers when I make this for dinner. The flavors are Perfect, I do sharp cheddar, and sharp white cheddar, as well as smoked gouda and creamy havarti and bacon. I exchange a cup of each cheddar for the gouda and havarti. Delicious.
Thank you so much for sharing!
Hahaha, Arion! Oinkers!! Cracked me right up! :o) Thank you so much for the sweet compliments and cheese suggestions. Lots of folks wonder what combos to use to change it up so that is really helpful. I have to say I haven’t tried Cheddar, Gouda, AND Havarti! I may have to be an oinker, too! ;o) Hope you try and love some of our other recipes as well!
Can’t wait to try this recipe! It looks delicious! I’m new to cooking so my only question I have is, it T. for tablespoon, or Teaspoon? Please help!
Hi, Lindsay!!
I’m so glad you found your way here and even more glad that you’re trying THE Mac!! You can totally do this!! My site is designed to help you learn how to cook so please look around and try new things! :o) A capital T. indicates Tablespoon! Remember to go a little light on the salt and especially the pepper if you’re unsure. It’s a lot of spice and you can always add more, but you can’t take it out! Welcome to TWN!
Oh my god. The cream sauce. THE CREAM SAUCE. HEAVEN.
Zach, you seriously Made. My. Day. :o)
Truly, this is one of the comments I will hold near to my heart for always. You rock.
What if you make this and then take it an hour away to bake it? Would it still be ok or will it all separate then?
Hi, Joani! I haven’t tried that so I cannot promise ideal results. As I’ve mentioned before, for results like the recipe, I always recommend following my steps exactly. If you do try it, perhaps up the bake time and try to keep it warm until you do bake it. :o)
Thanks so much for stopping by.
Does it freeze well?
Hello, Georgina! I really cannot imagine that it would freeze well. A cheese sauce is a delicate one, in my opinion, and I always recommend just making this recipe fresh. But you can always try… :o) Thanks for stopping by!
I freezed a large (pre-baked) portion, and it turned out fantastic! Just add about a cup or so of warm milk to sauce it back up before putting the thawed portion in the oven 🙂
Alison I have been making the Mac and Cheese now for months. Love it and I have made it different each time changing the cheeses. One questions about the sauce you show in the picture …what kind of milk did use. Initially, I didn’t follow the directions to mix the items. I was adding the cheeses to the sauce. That’s when I realized your directions. Freezing works well.. I separate it into serving sizes
And when I heat it up I use the toaster oven and it comes out fine.
Thanks for sharing.
Hi, Joann! I LOVE your comments! Happy to hear I have a repeat customer, and hoping THE Mac isn’t your only success here. :o) Thanks for sharing the great freezing idea! I really like the idea of freezing smaller portions. This gives the folks who find the recipe too large a way to use it wisely. Again, many thanks!
Heather!! Thank you for this info! Lots of people will be glad to hear that you successfully froze it! And one of these days, I’ll have to try it myself! You rock! :o)
The best Mac and cheese ever!!!!
Way to keep it simple and to the point, Susan! You rock. Have a happy day! :o)