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.
Â
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?
This recipe has gone viral since I first posted it. Â 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. 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!
Â
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!
Browse hundreds of our delicious recipes...there's something here for everyone!
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
© 2016 That Which Nourishes.com
Just made this tonight, it was AMAZING. I’ve never been happy with a homemade mac and cheese recipe until now. We did 4 c sharp cheddar and 2 c havarti plus bacon. INCREDIBLE. We used salted butter about 1/2 T of salt but I’d probably use less than that next time if I use salted butter. Thanks for a great recipe!
Hi, Becca! Thank you for the amazing compliments. Seriously. I love hearing how people choose to make their version (cheeses and additions). The way you made it is my favorite. ;o)
I hope you poke around and find more to love on our site! :o)
This has become my favorite mac and cheese recipe above all! I love it and so does my family! Thank you!
Woohoo!!! Thanks for the fantastic compliments! :o) I love, love, love hearing that families are enjoying THE Mac along with ours. Hope you find lots more to love on TWN!
I’ve become famous for “my” mac n cheese, and I owe it to you, Alison! Thanks for a great recipe. 🙂
((Happy dance)) :o)
That’s what I’m here for! Just do me a little favor and spread the word about That Which Nourishes and I’ll consider us even. Haha! Thanks for the sweet words, Andrea! You sure started my day off with a big smile.
I’m so excited to be making this for my daughters first birthday party on Sunday. I read a lot of reviews but I just have one question. You said you can use cream.. If so, how much ? and how did it come out ?
Hello, Kerry! I don’t think you’ll notice too much difference if you use whole milk or exchange some of it for cream. If you decide to use some cream, use your judgment on the amount. Maybe sub in half cream? My best advice is to just make it however you’d like and see. You’ll probably make it again and can try it a different way next time. :o)
Hi,
I have 2 questions that needs answering asap 😉
I would like to make this ahead of time for father’s day tomorrow. There is soooo many comments I can’t find a clean, step by step, best way to do this. I know there is a chance of separation and wont be as good as if the dish was fresh but what would be the best way…
Make as is beside baking and crumb topping and then cook it tomorrow a little longer with topping? Or
Make as is and bake then reheat for tomorrow?
My other question is, do you think I can substitute whole milk for butter milk?
Hi, Jamie!
Glad I saw this in time to hopefully, offer a little advice. You have three options.
1. Do like you said and assemble and bake before eating. This would be my suggestion. Just be prepared to bake it a little longer and let it sit out for at least a half an hour so it’s not straight from the fridge.
2. Bake it ahead and then reheat. Not my favorite idea. Though you can add some milk and get leftovers close to the right texture, I wouldn’t recommend it as the best option to serve.
3. Many commenters have had good luck with the crock pot. You can Assemble as directed and then instead of baking, put it in the crock pot on low. I haven’t tried it yet (just no need), but others have had much success.
As for the buttermilk, I would say no, but that’s gonna have to be your preference. I think it would be awfully tangy and not my first choice.
I hope you find a method that works well for you and that you and your guests love it! :o)
This is my go to mac and cheese and I’ve made it a bunch of times with rave reviews!! But I am wondering if this can be made an hour or two ahead of time and put in a crock pot instead of the oven?
Hello, Julie!
I have had other readers kindly come back and share their trials and successes. From those comments, it seems like the favorite method is to assemble as directed and then instead of baking, put it in the crock pot on low. I haven’t tried it yet (just no need), but others have had much success. Hope you love it! :o)
Just an FYI that the crock pot worked out pretty well! I think I prefer the oven method, but this worked great when trying to juggle several dishes at once. I did have to stir it a few times and also waited until about 10-15 minutes before serving to add the panko on top. Delicious as always! 🙂
JULIE! Thank you so so much for coming back to share how it went! I’ve never had a reason to make it in the crock pot so I rely heavily on readers to let me know these things. I will share what you said with other folks with the same question. Thank you so very much! :o)
Hi! How long did you leave this on low in the crockpot for?
Hi, Courtney!
It seems other readers have had success with three hours on low, stirring every hour and adding panko before serving. :o)
I let my sauce thicken it just had a film over the top and lumps on the bottom
Hi, Jeff! If you stir all the way until it thickens, it shouldn’t be lumpy or have a film. :o) Thank you for your comment.
Jeff,
Yes, you have to stir it CONSTANTLY until it thickens – with a wire whip, preferably.
how long does it take for the flour milk butter sauce to thicken and do u stir it while its thickening
Hello, Bob! It would be hard for me to say exactly how long it will take to thicken as so many factors will vary in each kitchen. Definitely several minutes. You’ll know when it does for sure and yes, whisk all the way until it does to avoid lumps. :o) Hope you love it!
This is happening tonight. With ribs. I can’t hardly wait.
Oh, for the love of all that is good. I want ribs and mac and cheese!!! And I guarantee so does everyone else who just read your comment! :o)
Nice job, Erin. You’re about to be a superstar!!!
Wow! I just made this and it’s perfect! I’ve made many mac & cheese recipes and they’ve all disappointed, until this one! It’s very creamy and was devoured in no time. My son had three helpings. Thank you so much.
Susan! You made my day! Thank you for this!!! I love that we teamed up to make your family full and happy! Nicely done! :o)
Hope you find more to love here on TWN.