This classic macaroni and cheese recipe is a great no-fail, creamy, delicious macaroni and cheese recipe without all of the processed junk!

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.

A white ramekin with panko-topped macaroni 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 Serve With This:

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

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Classic Macaroni and Cheese

4.65 stars (81 ratings)


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 ½ teaspoons powdered mustard
  • ¼ 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


  • For the bread crumbs, pulse bread and butter in food processor until crumbs and butter are well combined and crumbs are fine. Set aside.
  • 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.
  • Adjust a rack in the oven to middle or lower-middle position and preheat the broiler.
  • 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.
  • 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.
Serving: 1 Serving, Calories: 665kcal, Carbohydrates: 64g, Protein: 29g, Fat: 32g, Saturated Fat: 20g, Cholesterol: 92mg, Sodium: 1751mg, Fiber: 3g, Sugar: 10g

Recipe Source: from the new Cook’s Illustrated Cookbook