Classic Macaroni and Cheese

I’ve been on an all-out search for a no-fail, creamy, delicious macaroni and cheese recipe. I heart deeply this skillet version but I’ve yearned for a bread crumb-topped golden, creamy version. Here’s the problem, of the millions (ok, slight exaggeration) I’ve tried, I can’t get over the texture issues. Instead of creamy, I get grainy. I can’t do grainy, clumpy mac and cheese.

Enter this recipe. From the brand spanking new Cook’s Illustrated cookbook (giveaway closed, sorry!), this classic macaroni and cheese was my last ditch effort to love homemade macaroni and cheese (sans velveeta to help out the creaminess). And you know what? It worked! We loved this. Absolutely loved this! And my husband, who gives me the rundown on the mac and cheese recipes I’ve tried, astoundingly replied after tasting, “Mel, this is the creamiest, best version yet!”

I feel so relieved to finally have a classic macaroni and cheese recipe in my repertoire to love and share. Really, it is wonderfully delicious. I had to finally get over the fact that with a homemade cheese sauce, I’ll never get the 100% completely creamy taste that comes with processed cheese, but this comes close. Very, very close. And I’m sticking with it.

What To ServeCheesy Basil Stuffed Chicken BreastsΒ or Crispy Oven Baked Chicken
Steamed vegetable (or this Cheesy Cauliflower Bake if you want to continue the cheese theme)
Fresh fruit

Classic Macaroni and Cheese

Yield: Serves 6-8 as a main dish or 10 to 12 as a side dish

Classic Macaroni and Cheese


    Bread Crumb Topping:
  • 6 slices white or wheat hearty sandwich bread, torn into rough pieces
  • 3 tablespoons cold butter, cut into 6 pieces
  • Pasta and Cheese:
  • 1 pound elbow macaroni
  • 1 tablespoon table salt
  • 5 tablespoons butter
  • 6 tablespoons all-purpose flour
  • 1 1/2 teaspoons powdered mustard
  • 1/4 teaspoon cayenne pepper (optional)
  • 5 cups milk, lowfat, skim or whole
  • 8 ounces Monterey Jack cheese, shredded (2 cups)
  • 8 ounces sharp cheddar cheese, shredded (2 cups)
  • 1 teaspoon table salt


  1. For the bread crumbs, pulse bread and butter in food processor until crumbs and butter are well combined and crumbs are fine. Set aside.
  2. For the pasta and cheese, bring 4 quarts water to boil in a large pot or Dutch oven over high heat. Add macaroni and 1 tablespoon salt; cook until pasta is tender, about 1 minute past the al dente stage. Drain pasta and set aside in colander.
  3. Adjust a rack in the oven to middle or lower-middle position and preheat the broiler.
  4. In now-empty Dutch oven or pot, heat butter over medium heat until foaming. Add flour, mustard, and cayenne (if using) and whisk well to combine. Continue whisking until mixture becomes fragrant and deepens in color, about 1 minute. Gradually whisk in milk; bring mixture to boil, whisking constantly (mixture must reach full boil to fully thicken). Reduce heat to medium and simmer, whisking occasionally, until thickened to consistency of heavy cream, about 5 minutes. Off heat, whisk in cheeses, a handful at a time, and 1 teaspoon salt until cheeses are fully melted. Add pasta and cook over medium-low heat, stirring constantly, until mixture is steaming and heated through, about 6 minutes.
  5. Transfer mixture to broiler-safe 9-by 13-inch baking dish and sprinkle evenly with bread crumbs. Broil until crumbs are deep golden brown, 3 to 5 minutes, rotating pan if necessary for even browning. Watch carefully so the crumbs don't burn! Cool about 5 minutes. Serve.

Recipe Source: from the new Cook’s Illustrated Cookbook

76 Responses to Classic Macaroni and Cheese

  1. CC says:

    I’ve made this many, many, times and think it benefits greatly from a teaspoon of granulated garlic in the roux.

  2. Megan says:

    This has become my go-to recipe to take to families with a new baby. Usually together with the one hour breadsticks. Great to have something that the other kids in the family will eat too, and works for lunch or dinner!
    Tonight my husband and I had this for dinner, and after a rough day I went with the theory that bacon makes everything better πŸ™‚ I made a half recipe of the mac and cheese and stirred in a half pound of chopped bacon. It.was.amazing. And even better we had the parmesan breakstick knots to go with it!

  3. Now we know the secret to yummy, creamy backed mac. Thanks for sharing the recipe!

  4. Jamie says:

    I have never used a recipe for Macaroni & Cheese. I just have always eyeballed the amounts. I think this sauce is too thin, and made way too much for one pound of pasta. I think next time I’ll try 3 cups of milk and 6 ounces of both cheeses. This is the FIRST time one of Mel’s recipes let me down. It’s edible, but the texture is wrong.

  5. Christina says:

    I made this tonight and it was delicious and easy to make! I used half and half which seems to prevent the graininess and is less fattening than full cream. I will play around with milk and half and half to reduce the fat content. For the topping, instead of making fresh bread crumbs, I used panko instead and mixed some parmesan. Wonderful!

  6. Marlee says:

    – I mean instead of the breadcrumb recipe you have posted up!

  7. Marlee says:

    Hi! I want to try out this recipe for thanksgiving dinner. I was just wondering could I use Panko Breadcrumbs instead of the bread and butter?

  8. Naci says:

    I made this and it turned out very grainy :(. What did I do wrong ?

    • Mel says:

      Naci – Classic baked macaroni and cheese like this recipe is never as creamy as stovetop (or other baked) versions that use processed or Velveeta cheeses; however, sometimes they can turn out more grainy if the sauce is overcooked or the cheese isn’t added gradually.

  9. Katie says:

    This looks so yummy! Going to try it this week but a little hesitant about the mustard. How strong is the mustard flavor? I’m wondering if my picky children will notice it?? Thanks so much!

    • Mel says:

      Katie – I like the mustard flavor in this. I don’t think it is overpowering at all – just helps bring out the cheesiness.

  10. Mel says:

    Karen – I think it might get a little dry if prepped beforehand but I’ve never tried it myself. I’d suggest trying to make it as you need it (unless you read through the previous comments and someone else has tried it with good results).

  11. Karen says:

    Can I prepare this ahead of time, put in 9×13 and broil before serving?

  12. […] Fish w/ Lemon and Butter (from freezer), Classic Macaroni and Cheese- am freezing half of this) and […]

  13. Mel says:

    Sarah – I’ve never tried it that way. The pasta may get a little dry making it ahead of time but honestly, anything is worth a try, in my mind (but if you are serving it to company, you might want to do a trial run making it ahead to make sure it works out). Good luck!

  14. Truffles says:

    Love this recipe. Here’s one that is just so simple a kindergartener can make it:

  15. Sarah says:

    I was wondering if I could make the sauce and cook the pasta, keep them separate in the fridge for a day, combine and then bake? I’m having company and I don’t want dirty pots to clean. Thank you!


  16. Janne says:

    I wondered the same thing, Stacie. I am going to make it in an 8×8 pan (2 sets) instead of a larger pan, and freeze one. Hopefully it will work, we’ll see! I’ll let you know if it works or is a bust haha.

  17. Mel says:

    Michelle – that’s a good idea as long as a) your Dutch oven is oven proof (some are not believe it or not) and b) the macaroni and cheese isn’t piled too thick. The reason it works great to transfer to a rectangle baking dish is so that it evens out into a thinner layer. Anyway, it’s worth a try – and yes, I want to come!

  18. Michelle says:

    Mel I’m making this for some of my friends tomorrow. Want to join. πŸ˜‰

    Do you think this could be baked right in the Dutch oven? It would save a pan.

    Happy Holidays!

  19. Stacie A. says:

    Do you know if you can make this ahead of time and then reheat it in the oven? I want to make it for a preschool fall feast but I can’t make it right beforehand.


    • Mel says:

      Stacie – I’ve never tried it that way – I definitely think the optimal results would be to make and serve immediately but we ate leftovers of this the next day and they reheated well on low in the microwave. I’m not sure how the entire pan would reheat, though – if it would dry out portions of it while the rest warmed up. Good luck if you try it!

  20. Katie says:

    This is AMAZING! My super picky 2 1/2 year old WILL NOT eat mac and cheese from a box AT ALL! And he is chowing down as I type this! I did add some parm to the topping because my son loves parm cheese on everything. I will be making this again! Thanks!

  21. Christine says:

    Hi Mel, Your Classic Macaroni and Cheese recipe has been selected to be featured in a Recipe Guessing Game. Please share the following link with your friends and fans. To play, go here: Congrats again!! πŸ™‚

  22. Jill says:

    Just made this tonight…delicious! Thanks for sharing

  23. Jessica says:

    Love the new look of the website πŸ™‚ So making this tonight!

  24. Cristal says:

    Oh!! This was SO SO SO good. My husband said it was the best mac and cheese he ever ate. I agree, it really was the best ever! It was so creamy and cheesey, and the topping was YUMMY! I was competing against his childhood memory of his Dad’s mac and cheese. This WON! YEAH!!!

  25. Bliss says:

    I may have overcooked it slightly. Sharp is the only Cheddar I buy, and I did gradually incorporate it… I’ll try another half batch later in the week and try again. I want a mac and cheese that’s not from a box! Thanks ma’am!

  26. Just made it, I am going to bake it at 350 for a few minutes to heat through, family won’t be eating it for few hours…then I’ll do the broiling part. But I think they are going to like it!

  27. Jennifer says:

    Just made this for dinner and it is so creamy and delicious! Sometimes with a homemade cheese sauce it can be a little bit grainy, but I didn’t feel like this one was grainy at all, its perfect. Yum!

  28. Belisa says:

    O one more thing. I only probably used about 2 pieces of bread for my breadcrumbs. 6 was a little too much. I love cheese πŸ™‚

  29. Belisa says:

    So last week my and my colleagues went to follow a mac and cheese food truck. Supposed to be the best place around in Chicago for mac and cheese. I have got to say I was disappointed only because I picked the wrong type. I ordered mac and cheese with truffles in it. Truffles are something that I will never like after that experience. So after much debate about mac and cheese your recipe couldn’t have come at a better time to make up for my bad experience. I made it last night and will be having today for lunch with a friend and then dinner with the bf. I tasted a sample last night and was thoroughly impressed! Thanks so much for sharing! Another great recipe for entertaining or parties πŸ™‚

  30. JeriP says:

    I’m sure this is a wonderful cookbook. I would love to win. Thank you so much for your blog. I sent a recipe to my daughter-in-law who said, “This is my go to site for recipes. I’m glad you read her too.”

  31. Bliss says:

    Somehow I cannot EVER get mac and cheese to come out smooth. This recipe tasted AMAZING, but it was grainy. I’ve been making rouxs since I was 5, how in the heck did I mess this up? Did I overcook the milk? Please help! Mac and Cheese is the one thing that for the life of me, I am horrid at!

    • Mel says:

      Bliss – I’m so sorry this didn’t turn out well for you. Roux-based macaroni and cheese will never be completely smooth but this is definitely one of the creamier, less-grainy recipes I’ve tried. Overcooking can sometimes cause graininess…a couple other factors that can make a difference is the cheddar cheese. Extra sharp cheese produces a grainier consistency than sharp cheddar cheese. Which did you use? Also, it helps to add the cheese a handful at a time and let it melt completely instead of adding it all at the same time. If all of those factors worked for you then perhaps it was the recipe. Bummer!

  32. this looks yumm deliciously done

  33. Mel says:

    Melanie A. – you could probably go either way on the broiling. I think it would taste dreamy straight off the stovetop warm and creamy but if you want a slight golden crunch on top, the cheese would probably broil and brown wonderfully. Just keep a close eye on it!

  34. Melanie A. says:

    Made this tonight for dinner and it was a hit! My 3 year old wasn’t a fan of the crumb topping but that is easy to remedy. I will definitely be making this over and over again sans crumb topping. Would you still broil it at that point?

  35. Holly says:

    I have ridiculous amounts of love for mac and cheese and have a favorite recipe from Martha, but I have to admit that still sometimes it is a bit oily from the cheese. This looks like a fantastic version to try (no shocker since it’s coming from you!).

    I stopped by to once again check in *in person* and see how things are going for you! I’m still so bummed we never had the chance to actually get together when you were living here. If you make it this way again some time, we really need to meet up. Love your guts too! πŸ˜‰

  36. Amy M says:

    Can’t wait to try this. The last CI recipe for mac and cheese I tried at evaporated milk and eggs in it. It would’ve been nice and creamy with the monteray jack cheese but I got distracted during an important step and curdled the eggs πŸ™

  37. grace says:

    bless your heart for using equal parts jack and cheddar. that’s the way to go, and the only thing better would be all jack and no cheddar. πŸ™‚

  38. I’ll have to try it! I’ve only made it once (from scratch) but it DID have Velveeta in it. This looks great!

  39. Kimberly Christiansen says:

    We had this tonight for dinner. I was a little worried how my soon to be 5 year old would react to it. (He is the pickiest eater in the world!LOL) As I was making it he said I “mmm I smell macaroni and cheese, are you making that for me?” So I said yes I am doesn’t it smell yummy? And then he followed up with, “I love macaroni and cheese! I love you mommy!” So with a little grin I kept cooking. But there was a part of me that wondered how he would react to the color not being as yellow as the boxed stuff. So when I served it, he looked at it and sure enough the color was wrong and he had a mild melt down. So I asked him to try it and he pushed the bread crumbs aside and tasted the macaroni and cheese (while his fingers were pinching his nose closed) and then he looked at me with Big eyes and said “Hey it tastes the same! I like it Mommy! Thanks for dinner mommy.” So what I am trying to say is thanks for sharing this recipe. This is a 10 in our home and definitely will be made again. πŸ™‚

  40. Mel says:

    Jessica – if at all possible, try to use Monterey jack. It has really different melting properties than mozzarella. Monterey Jack melts creamy and smooth whereas mozzarella has a stringier, chewier texture when melted.

  41. Anni says:

    Hi, This is my first time commenting and i cannot wait to try this recipe!!!! I know my husband will love it, he loves everything i cook from your website!!! Thanks so much!

  42. Foodiewife says:

    One of my fantasies is being invited to tour the CI test kitchen. I’d love to spend a day, or two, just watching how they create recipes. Their recipes don’t fail me. I’m picky about what cookbooks to buy as I have limited space. CI, ATK and Cook’s Country have sacred space in my home. I’m bookmarking this one!

  43. Sara says:

    Mmmm, homemade mac and cheese is one of my favorites! I love that you can use different cheese to change up the taste.

  44. Jessica says:

    You totally read my mind! I have been thinking about homemade mac n cheese for a while now and was hoping you had one posted. I was so excited when I saw this post in my email today. Do you think its possible to substitute mozzarella cheese for the Monteray jack cheese?

  45. jill says:

    Yum. This looks good. Very similar to my favorite.
    I haven’t strayed from this one since a friend gave it to me years ago, but I may have to try CI’s version.

  46. Julie says:

    It was a hit!

  47. Chelsea says:

    Mac n Cheese can be a pain to get perfect! I LOVE the addition of pepper jack and cayenne!

  48. Loralee says:

    I just made this recipe last week, and everyone, including my super-duper picky granddaughter, ate it up! But I think the other recipe called for hot sauce? I think the cayenne pepper will be better, more convenient for sure. Thanks for all your great recipes!

  49. Bri says:

    YES PLEASE! Can’t wait to try this!

  50. Mariann says:

    Can’t wait to try this!

  51. Sook says:

    Wow, the macaroni and cheese looks so good! I love mac and cheese and so does everyone in my fam. I will definitely bookmark this recipe for later. You have so many great recipes, Melanie. I admire your work and hope that you continue to blog! πŸ™‚

  52. I loooooooove the CI mac & cheese. Best ever, for sure. My favorite part is the crunchy bits on top. So tasty!

  53. marie purdy says:

    I have made this recipe and it is awesome!! It is now part of my go to recipe box!!!

  54. Sharon says:

    I would love to see a go-to recipe for braised short ribs…thinking something with a Spanish influence for the upcoming chilly winter nights!

  55. Jenny says:

    I hunted and hunted and must confess I found the perfect mac ‘n cheese recipe. It varies from this one only in that the pasta can be just about whatever you want (I hate elbow macaroni. It’s just…weird.), uses herbes de provence and you slice cherry tomatoes on top. Oh, and I tend to put parmesan in it as well. But at a catered meal there was mac ‘n cheese (eyebrows lifted, isn’t this ‘not’ the type of food you serve at a catered benefit?), but it was really really good and we’re thinking they used brie!?, so I might try some of that chopped up in my cheese sauce.
    Anyways. Thanks. πŸ™‚

  56. I am SO making this mac and cheese. I have been on the hunt for THE prefect homemade mac and cheese recipe for years and like you none of the recipes seem quite right. But of course leave it to Cook’s Illustrated to have THE perfect recipe!

  57. Brenda says:

    I was the biggest fan of Alton Brown’s recipes for macaroni and cheese, but this one seems even better. Now if the weather would just cooperate Speaking of Cook’s Illustrated and recipes involving cheese, have you tried their scalloped potatoes (either the regular or ramped up version for the holidays)? Simply to die for, and super easy as well.

  58. Perry Corn says:

    are you kidding, there’s a section called Cookies and Bars Galore!!
    Angie claims to love me, but she knows that I will eat myself six feet under in that section alone!!
    let me find a healthy alternative to the blueberry muffins (america’s test kitchen recipe….) with white chocolate and macadamia on the counter now!!

  59. Julie says:

    A true sign of a great recipe is that I have all the ingredients on hand. Trying it now!

  60. Rachel says:

    This is very similar to our family’s must-have Holiday Macaroni & Cheese. I made it once for the teachers at my kids’ school, and now they request it every year and I’m known as the Macaroni & Cheese Lady. It is that amazing.

  61. My favorite food in the whole world!!
    Will definitely try this!

  62. Kira says:

    My son loves mac and cheese, but only gets it at grandma’s house. I won’t buy it. Mean, I know. He will be excited to have this at home now. Thanks.

  63. Stephanie says:

    Thank you. I searched your site a few weeks ago and saw the skillet version. Not my cup of tea (didn’t try it), just to me, it has to spend some time being baked in the oven. Will try this recipe.

  64. Deborah says:

    Ok, you totally need to try this recipe:

    Which is, ironically, from Cooks Illustrated. It doesn’t have the breadcrumbs, but it would be easy to add. I have made this recipe multiple times in the last couple of weeks, and it is super creamy!!

  65. Brandy says:

    I just have to tell you about my weekend. We went to the smokey mountains for a quick whirlwind trip. While there, we ate at one of the local restaurants and my kids ordered off their kids menu. My son ordered the chicken tenders and it came with a side dish of mac and cheese. He isn’t really a mac and cheese fan but I noticed that it wasn’t your normal run of the mill boxed mac and cheese. It came out in a little ramekin that looked very rustic and home made. He wasn’t interested in eating it so I took a taste. Oh my goodness, I think it was the best mac and cheese I have ever tasted and funny thing, it was only offered on the kids menu! That little ramekin of mac and cheese then became my main dish! I was determined right then and there to find a great homemade mac and cheese recipe. So, the point of this huge long story is to tell you THANK YOU for posting this recipe!! I will for sure make it this week!

  66. Sounds amazing! I think this is one my kids would go for…they’d rather have creamy over grainy too!

  67. keri says:

    I am totally trying this!!! I am making your clam chowder recipe tonight!

  68. StephenC says:

    Peter and I are great fans of “Cooks Illustrated.” We can’t afford to buy the cookbook, but we watch them on TV all the time and retain the best ideas.
    Would you do me the favor by having a look at my new book, “A Cook’s Book for Cooks”, at 3695950
    I can’t afford to send out hard copies, but if you’d like to give a look and listen and maybe write about it, I could send you a PDF file of the manuscript.

  69. Kristeb says:

    Oh and the recipe I hope to find. Perfect marinara sauce!

  70. Kim in MD says:

    This look delicious and the recipe is very interesting, especially the “cook the pasta about one minute past al-dente”. That’s just the opposite of what I normally do when making macaroni and cheese. It’s a CI recipe, and you loved it, so I know it’s foolproof and delicious! πŸ™‚

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