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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We are huge mac and cheese loves here and I am always trying different versions. This sounded so good but I did not have the cheddar so I just used what I had on hand. 2 cups munster, 2 cups mozzarella, 1 c parm, and 1 c blue cheese. It is in the oven now, I did put the 1 T of pepper bc I like a little spice. I will let you know how it turns out! I tasted it before it went in the oven and was delish to me! Making it to go with buffalo chicken sliders. Thanks for the recipe!
Hey there, Sarah! That has to be the most interesting cheese combination I’ve heard thus far! I’m so curious how it tasted! Thanks for sharing it with us! Mmmm…those sliders have had my wheels spinning ever since I saw your comment come in. Gonna have to make me some of those! :o)
Have a lovely holiday season! Warmest regards…
Turned out amazing! My family claimed it the best yet, making it again for Christmas, but sticking closer to your cheese combos 🙂 thanks again! I love your blog
Hi again, Sarah!! I’m so thankful that you came back to let me know that you and your family liked it. Yes, try a new combo, and see what they say. And thanks for liking me for more than my Mac and Cheese. :o)
Made this tonight. Delicious. So good I hope you don’t mind but used it in my blog. Thankyou. Caroline
Hello, Caroline!
Of course I don’t mind — especially since you kindly linked it back! :o)
I’m so happy you found it delicious. Thank you so much for taking the time to say so. Merry Christmas to you and yours!
Cheers…
We are still eating this deliciousness THREE days later!! Awesome recipe BF loved it! Finally have something to contribute to the family Christmas dinner! Thanks so much 🙂
Chastity, hi!!
I can relate. Today I ate some leftovers myself and thoroughly enjoyed them. :o)
I’m super glad you and yours loved it, and am equally thrilled that you have a show-stopper to bring for Christmas! Maybe you should check out some of my appetizers to bring as well! Melissa’s Crabby Bites, or my almost-famous Pickle Dip are a couple easy crowd pleasers! I hope you have a lovely Christmas! All the best…
Hi Alison! Do you happen to know how many ounces of cheese you use? Would 6 cups be equal to 3 8-oz blocks of cheese? Trying to make a shopping list! 🙂 This is so mouth-watering!
Hey there, Bet…
Yes, that sounds just right to me! I usually buy big ol’ blocks of cheese and just grate until it looks right, so I looked it up online to make sure we were thinking right. ;o) I just made it for lunch today, and can’t wait to fry up some leftovers tomorrow! Thanks so much for stopping by! Merry Christmas!!
Absolutely divine!!!! My picky family of six loved this recipe. Thank you so much!!
Ooooooo!!! Jess, that makes me so so happy! A picky eater filled with goodness. :o). Thanks for stopping by and for coming back to comment; made me super happy. Have a wonderful Christmas!!!
I just saw this on Pinterest and need it! I went for a good run earlier so that’s how I’m going to justify it to myself 🙂
My boyfriend is a bit lactose intolerant and there’s no way that I can eat all of these servings myself, so I’m going to attempt to bake a mini-serving just in one ramekin instead of a big dish. I’m hoping it turns out okay and doesn’t get too dry or oily with that size modification. I guess I’ll find out soon!
I somehow have gouda and white cheddar around (it’s a Christmas miracle) so it can’t possibly be all bad. Thanks for the recipe!
Update: I didn’t have anything more than 2% milk and didn’t have the bread crumbs (when you have a nighttime craving, you gotta do what you gotta do) but the one-serving ramekin mac and cheese is glorious. I roughly 1/4thed the recipe and lowered the oven temp to 300 because there’s less area to cover.
I think I made a little too much sauce given the amount of pasta I used (hey, proportions are hard) and maybe slightly too much flour, but this is a Michelle Problem rather than a You Problem (and it was still fabulous). All in all this is a wonderful recipe that you should be proud of concocting!
Michelle!! Good on ya for figuring it out and executing THE Mac and Cheese for one!! I’m impressed! And I’m excited that you got to eat it because when you have Christmas miracle cheeses begging to be transformed, you kinda owe it to them to follow through! Way to go! I hope each bite fixed parts of you that needed a cheese coating. Merry Christmas to you! I hope you stay and check out some of my other recipes. :o)
Do you use a metal 9×13 pan or a glass 9×13 baking dish? Does it matter?
Hi, Tara!
I don’t think it matters one bit! Since it’s about 15 minutes in that dish, it’s just a vehicle to get the cheesiness to your mouth; not too big of a concern. :o) Hope you love it, and Merry Christmas!!
I am 100% wanting to make this for Christmas to go along with other meals….how many would this recipe typically serve?? Need to know if I need to double and bake two batches.
Chelsea, thanks so much for your great question. Because I answered this in a comment some time ago, I forgot that I never put it into the recipe. I just updated the recipe, and am grateful for the reminder. Hope you and your Christmas guests love it! Merry Christmas!
Yum! I made this tonight using Quinoa instead of pasta. I think I was pretending it was healthier! It was amazing!! I have leftover cheese sauce that I will attempt to use with pasta tomorrow. Let’s see how that works out!
YUMMM!! I’m pretty sure that’s way healthier! ;o) I love that it worked and that you let me know! Curious about what you’ll say after the pasta! Maybe compare them on a scale from one to ten for me. Seriously, thanks for the great review and have a wonderful Christmas!
I made this recipe for my family yesterday, and it was such a success! I used gouda and very sharp cheddar. I will admit when it came to pouring the cheese mixture into the pasta I was concerned. It just looked like soooooo much ooey gooey goodness. But after my first bite my fears were assuaged. This one is definitely going to go in the favorites file. Thank you so much for sharing!
P.S. – Especially thanks for the pepper and salt measurements – I tend to under use these when someone says “add salt and pepper to taste”.
Hi there, Larkin!!
Yay!! Another happy Mac and Cheese eater! Mmmmm…that smokey Gouda flavor is just so good with Cheddar, isn’t it? Good choice. I’m so very happy to hear that you loved it and that the spices were right for you. Every single time I make it, I worry that folks will complain about too much salt and too much pepper because it seems like so much going in, so I thank you for reassuring me. :o) I love that I’m a favorite (well, my recipe anyway)! Check out some of my other stuff and enter my contest starting on Monday — details on the home page! Thanks so much for stopping by and for the kind comments. Merry Christmas!