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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.  

So I developed this recipe and now I share it with you, friends.  Because you all deserve this bit of comforting yum in your life.  

You are so welcome.

THE Mac and Cheese -- This recipe for THE mac and cheese has been featured on several top mac and cheese lists. It is the perfect base recipe for classic mac and cheese. | thatwhichnourishes.com

 

THE Mac and Cheese -- #1 Mac and Cheese on Pinterest! Classic, super cheesy mac goodness | thatwhichnourishes.com

This is the original picture that made THE Mac go viral!

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.  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.  How can you resist?

This recipe has gone viral since I first posted it.  If you’re visiting from Pinterest, please take a minutes and check my recipe index for hundreds of other great recipes!

And it’s EASY.  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.  Please note that I have changed the numbers to reflect what works well as a general rule.  Start less and add more as needed to taste.  You can add it in, but you can’t take it out!)

THE Mac and Cheese -- This recipe for THE mac and cheese has been featured on several top mac and cheese lists. It is the perfect base recipe for classic mac and cheese. } thatwhichnourishes.comSlowly 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.  Keep whisking until the sauce comes just to a very low boil — it will take several minutes.  This is where it will thicken considerably.  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.  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!

THE Mac and Cheese -- This recipe for THE mac and cheese has been featured on several top mac and cheese lists. It is the perfect base recipe for classic mac and cheese. } thatwhichnourishes.com

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.

THE Mac and Cheese -- This recipe for THE mac and cheese has been featured on several top mac and cheese lists. It is the perfect base recipe for classic mac and cheese. | thatwhichnourishes.com

*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!

THE Mac and Cheese -- This recipe for THE mac and cheese has been featured on several top mac and cheese lists. It is the perfect base recipe for classic mac and cheese. } thatwhichnourishes.com

 

THE Mac and Cheese
 
Prep time
Cook time
Total time
 
THE Mac and Cheese -- enough said
Alison:
Recipe type: Meals
Cuisine: American
Serves: 10-12 servings
Grocery List
  • 1 lb. pasta of your choice
  • ½ c. butter
  • ½ c. flour
  • 4 c. milk
  • 6 c. freshly shredded sharp or white Cheddar
  • ½ T. Kosher or sea salt
  • ½ T. pepper
  • 2 T. butter
  • ½ c. panko bread crumbs
Here's how...
  1. Boil pasta in salted water according to package directions.
  2. Melt butter in large saucepan over medium heat. Sprinkle in flour and whisk and cook 2-3 minutes. Add in salt and pepper.
  3. Slowly pour in 4 c. milk whisking until smooth and heating to a low boil until thickened. Do not stop whisking and cooking until thick. Remove from heat.
  4. Grease a 9x13" baking dish and add the hot pasta to the dish. Over the top sprinkle 6 c. of freshly shredded cheese.
  5. Pour the thickened cream sauce over the hot pasta and cheese and let it sit until the cheese melts. Stir everything together.
  6. Melt 2 T. butter over medium heat. Add in panko bread crumbs, stirring constantly 3-5 minutes or until golden brown.
  7. Sprinkle the breadcrumbs over the mac and cheese.
  8. Bake in a preheated 325 degree oven 12-15 minutes.

Crock Pot results:

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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  1. Allison says:

    I grew up only loving my mother’s Mac and cheese. I literally would only eat hers. She always offers to give me her special recipe and I say no cuz there is something about that special dish you associate with your mother….but I saw this and decided to do it after seeing I had all ingredients in the fridge. So delicious!!!! My husband and I loved it, and my sister in law dubbed it the best she has ever had! I am making it for Easter in a couple days with a spiral ham and green beans. Thank you for a great recipe! I haven’t told my mum yet that there is a Mac and cheese out there that is as good as hers!!!!! Lol

    • alison says:

      Hello, Allison! I loved your story — absolutely loved it. :o) No need to tell her yet — you’ll just have your own version that you can surprise her with sometime! I am so glad you loved it and will be able to share it with your family for Easter. Have an absolutely lovely day tomorrow and kindest regards from That Which Nourishes.

      • Allison says:

        Have a wonderful Easter with your family! I just grated my cheese for tomorrow! I’m using a few different cheddars and Gruyere and a little mozzarella and a little parm. Basically I’m using what I have! Can’t wait!!!

  2. Susan Wyckoff says:

    Wow girls! You’re killin’ me here. Lol

  3. Lori says:

    Hi Alison,

    This looks amazing and I plan on making it for Easter! I am just wondering if I could make it in a crock pot. I seen someone asked but couldn’t find if anyone had ever tried it. That would be nice to have it cook while we’re at church and then be able to take it to our brunch.

    • alison says:

      Hello, Lori!
      I personally haven’t tried all the ways to make THE Mac all of the ways my clever readers would like to. :o) I have had a reader who made it and kept in warm in the crock pot, and one who made it in the crockpot. If it was me, I would make it and keep it warm in a crock, but what follows will be the instructions from the wonderful lady who told us how she successfully made the whole thing in that lovely pot. I hope it helps your Easter!

      I just wanted to follow up with my post from the other day. I tried making this in a crock pot for my work holiday pot luck, and it turned out great! I added all of the ingredients into the crock pot at once (uncooked pasta), excluding the panko bread crumbs. I fried the panko bread crumbs in butter like the recipe said, and saved in a zip lock baggie. Cooked on low for 3 hours stirring every hour. Topped with the pre-fried panko bread crumbs a bit before it was time to eat. This recipe was such a hit!

  4. Avi says:

    Definetly way too much cheese, I’ll be using 4 cups next time instead. Otherwise, very good!

    • alison says:

      Hi, Avi! Well, you are definitely the first person to say it is too much cheese! I didn’t know there was such a thing. :o) The recipe is very adjustable to taste — part of its charm. Thanks for stopping by and glad you enjoyed it.

  5. Kathy says:

    Best Mac and Cheese recipe ever! I serve it at every family holiday meal and there are never any leftovers. The last time I made it the day before and refrigerated it. The next day, added the panko mixture and baked. Turned out great. The next time I make it ahead, I will add a little extra liquid though.

    • alison says:

      Kathy, I am grateful for both your compliments and your helpful, make-ahead tips! That is certainly my most asked question! I hope you continue to enjoy THE Mac and perhaps find some more recipes of ours to enjoy. :o)

  6. megan says:

    who would have thought that the secret to the best mac and cheese was keeping the white sauce and the cheese separate! DELISH!!! Even my extremely picky kid who HATES homemade mac and cheese, asked for seconds! That’s a major win in my book

    • alison says:

      Hey there, Megan! I’m not sure I thought of it as the secret, but I might go with that from now on! :o) I LOVE when someone *picky* is converted due to one of my recipes! Your comment and compliments made my day — thanks for that! Hope you poke around and find some other great food for your family on our site!

  7. Valerie Rankin says:

    I made this last weekend with colby jack cheese, and it was sooooo good! Everyone had a second helping and still wanted leftovers to take home! Thanks for sharing this fabulous recipe.

    • alison says:

      Mmmmmmmmmm!!!! Valerie, I have to say that Colby-jack is not a cheese I’ve tried yet for THE Mac, but I think that particular kind is a bit underrated and a fabulous idea! Thanks so much for trying it and letting us know that it was delicious! Woohoo for being the popular kid at the party — nice job! I hope you find some more recipes here to fall in love with! :o)

  8. Elli says:

    I am sorry I already post the question but forgot to turn on notifications and now I can’t find it anymore!
    Do you think I can bake the Mac and cheese in the oven without the topping and hen transfer it into a crock pot? I love love love his recipe and can’t find any other (crock pot) one I want to make instead! Thank you!

    • alison says:

      Hi, Elli! Do you happen to have a warm setting on your crock pot? If you do, that might just work. I cannot say for sure, since I haven’t tried it, but if it was me, I would go that route and see! The idea is to just keep it warm enough to stay amazing without cooking it further, so that seems like the way to go! Please tell us what you did and how it worked to benefit other readers. Thank you so much for the sweet compliments — I love, love, love it, too. :o)

  9. Maddy Selsberg says:

    Hi I was wondering if I could make it about 2 hours early but not cook it in the oven. Just put everything in the dish and then refrigerate. I would cook it 2 hours later. Would that work or would it taste bad?

    • alison says:

      Hi, Maddy! According to lots of other commenters who have tried it pretty much every method possible, it will turn out for you, having prepared it ahead. If it were me, I wouldn’t go too much longer than those couple hours, but you should be just fine. You may need a little extra bake time if it got chilled in the fridge. Hope all goes well for you! Thanks so much for stopping by! :o)

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appetizers

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As Seen In

Mac & Cheese

The

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. 

THE
MOST PINNED MAC & CHEESE RECIPE ON PINTEREST

CHECK IT OUT

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