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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I haven’t made this recipe in a few years and am going to give it a try tonight with vegan cheese (I have a new allergy to dairy). I want to half the recipe though. Any suggestions? Would you have all of the ingredients or everything except the butter/flour? Also, when I used to make it I would add chicken, jalapenos, and bacon. It’s delicious!
Hi, Nicole! Definitely halve everything. 🙂 I’ve made a half recipe many times and it works beautifully! Is it the lactose you struggle with? I recently found out that my go-to-cheddar is 0% lactose!
Thanks for the quick reply back Alison. It is the proteins in dairy (and all mammalian products actually). It’s been quite an interesting couple of years. I am interested to see how it comes out using vegan cheese. I plan to sub out the butter with country crock plant based and the milk with almond breeze unsweetened plain milk. I will report back with how it goes 🙂
I bet that has been quite the journey for you; tough to navigate, I’m sure. I can’t wait to hear how it went! Please let me know! 🙂
This recipe has become the most requested dish people ask me to make! My favorite cheese combo is sharp or medium cheddar, muenster, and parmesan. I also like Colby Jack, smoked Gouda and Parmesan. I don’t do the breadcrumbs and I reduce the amount of pepper. I think the magic is in the method of topping the noodles with the shredded cheese, pouring the sauce on top and just folding that together a few times. You get the best of both worlds- creamy cheesy sauce and pockets of stringy cheese. We have made it ahead of time with success- just don’t toss everything together until you’ve let it reheat a little. We’ve heated it up on the grill and that adds a little extra awesome flavor to it as well. Thanks for an awesome recipe!
Hi, Megan! I absolutely LOVE your thoughtful comment! These are great tips for other readers, and I love the make-ahead method. Thank you!! :o)
Hope to see lots more of you here on TWN!
What does T stand for?
Thanks Dorothy
Hello, Dorothy!
It means Tablespoon. :o)
Is the salt supposed to be 1/2 teaspoon (t)? It says 1/2 T which means tablespoon.
It sure does mean Tablespoon! But it’s important to use Kosher salt like I mentioned! If you’re concerned about the amount, go less and sprinkle it on top later when you taste it. Cheeses all have different salt content so feel free to use caution! :o)
This recipe can be made with gluten-free noodles I’m assuming?
Hello, Angela! There definitely have been some lovely readers that have used them successfully! I hope you become one! :o)
So I made your Mac and cheese tonight. Wow to that first of all. I used 1/3 sharp cheddar, 1/3 mild cheddar, 1/3 cream cheese.
I sautéed onions and red peppers in butter with Cajun seasoning for a long time. Added garlic at the end so it would hold its flavor. Quickly fried up the andouille sausage. Added probably 1 tsp of Cajun seasoning to the béchamel sauce.
WOWZA. It was so good!!! You rock!
You. Are. Brilliant!
Sweetest comment plus winning additions! You just proved how to take this recipe and make it your own. Many readers will thank you.
I thank you.
Hi Alison! I have been making this mac and cheese for years! Exactly as you have it posted. I am the only one that is allowed to make mac and cheese in the family because of this recipe! We are down the shore and I left my beloved printed recipe at home, so I came online to find it. Since I am here I feel like I have to tell you that this is a sensation in my family! Yum! Thank you for making THE best mac and cheese recipe!
Lauren, if I could swoop you into a huge hug right now, I would so do it!
Seriously, you just made my day!! What a kind comment to leave — thank you!!
I hope you find lots more to love here on TWN. Hope to see you more often in my comments! (In fact, I’m opening a store here in the U.P. so come see me sometime!).
We have made this MANY times now and it has now become something people know I make that is delicious! I’ve shared it with so so many people!
I always use Cavatappi noodles and whole milk. 16 oz sharp cheddar cheese and 8 oz extra sharp white new york cheddar. I’ve tried some others and I prefer these! Only thing I change from the recipe (aka my secret ingredient) is adding some nutmeg in the cheese sauce. It is divine!! The recipe is beloved!
ALSO, I love the leftovers. No they’re not nearly as pretty and not quite as delicious as fresh out of the over but reheated (microwave or toaster oven), it is a delicious treat!
And thank you for THIS! We are never sad about leftovers either, even though they aren’t as picturesque after the first presentation. :o) Have you tried it fried to get the crispy edges? If not, do. ;o)
Liza, I wish I could explain how happy your comment has made me. :o) You are doing it exactly right — making it with the right ingredients and adding your own twist. This is why I love what I do! Nutmeg and ground mustard are fabulous additions to Mac and Cheese and add just a little something extra, so well done. I truly hope you have found more to love here on TWN; love to have kind folks like you around.
This is delicious! Things I personally would do differently next time:
I used packaged pre-shredded cheese because I will never grate my own lol. I used only mozzarella because my son is super picky. Next time I will use half the flour called for and add the cheese to the bechemele sauce to melt. This way the cornstarch on the pre-shredded cheese won’t thicken the sauce too much. I used the same flour and that made it way too thick.
I’m sure if you use the fresh shredded cheese it would have been fine.
Loved the toasted breadcrumbs ♥️ My kid wanted lots more of that! He had seconds of the dish. Definitely be careful with the salt you add. I used kosher abs just added to taste. This will be a keeper recipe for sure.
Super glad you liked it, Andrea! Thank you for explaining the ways you did it differently and how that affected the outcome! And I think it’s totally worth it to grate the cheese — just try it once.