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The Best Macaroni and Cheese I've Ever Made

By Brooke McLay |

We make a lot of mac and cheese at my house.  Not the orange, powdery mac and cheese, but the real stuff.  The winter makes mac and cheese some how imperative in one’s weekly diet.  Well, maybe not at your house, but it most definitely is at ours.

Despite my endless attempts at making totally fabu mac and cheese (and believe you me, there have been more than a few), I can hands down say that this weeks most recent recipe was a superb victory.  Resplendent with creamy, gooey cheddar, topped with buttery panko breadcrumbs.  The recipe is simple, straightforward, and ridiculously divine.  

The Best Macaroni and Cheese Ever
1 (8-ounce) package elbow macaroni, cooked and drained
2 tablespoons butter
1 clove garlic, crushed
1 teaspoon onion powder
2 cups whole milk
1/4 cup all-purpose flour
6 cups sharp cheddar cheese
2 cups panko breadcrumbs
1/2 cup butter, melted

Preheat oven to 400 degrees. In a large saucepan, melt the 2 tablespoons of butter, add the garlic and cook until the garlic is softened, about 2 minutes.  Add the onion powder, then whisk in the flour and milk, then cook until slightly thickened.  Add three cups of the cheddar cheese and stir until melted in the mixture.  Toss the cheese mixture with the cooked pasta, salt and pepper to taste.  Stir the remaining grated cheese into the pasta.  Spoon into a large baking dish. 

In a small bowl, stir together the breadcrumbs and melted butter.  I always like to add a bunch of freshly ground pepper and a sprinkling of sea salt to this mixture.  Spread over the pasta.  Bake in a preheated oven for 20-25 minutes, or until the breadcrumbs are golden brown.  Serve with fresh sliced tomatoes and a big glass of chocolate milk.  Just because.

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About Brooke McLay


Brooke McLay

Brooke McLay is a recipe developer, food writer, food photographer, and cooking show host for Babble, General Mills, and Good Cook. You can find and follow her latest whims at Cheeky Kitchen. Read bio and latest posts → Read Brooke's latest posts →

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35 thoughts on “The Best Macaroni and Cheese I've Ever Made

  1. Jenny says:

    I might sound naive, but how do you measure 6 cups of solid cheddar cheese?

  2. Brittany says:

    Use shredded cheese

  3. megan says:

    Try again – Beecher’s Mac and Cheese recipe out of “Pure Flavor” cookbook. Hands down the most delicious mac and cheese ever made. Won our community taste test last month.

    I would crawl over broken glass to eat it. Well – maybe. If I was starving.

  4. marla {family fresh cooking} says:

    I trust that this is the best mac and cheese ever – looks amazing!

  5. Miss @ Miss in the Kitchen says:

    I LOVE mac & cheese, consider myself an expert and I would say this is a definite winner!!

  6. ChocolateCoveredEverything says:

    Looks really really delicious! Might have to make it sometime very soon! I LOVE mac and cheese with fresh tomatoes!

  7. Amnah says:

    I just made homemade mac and cheese today for the first time and I hated it. The recipe calls for (a lot) of mustard powder. That’s all I could taste. It was horrible. I’m going to try this version next time.

  8. Jake @ The Official Blog of Jake Monk says:

    Thanks for posting this Brooke! It looked amazing so I decided to give it a try. AWESOME. I typically use an Alton Brown recipe for Mac&Cheese that serves me well; however, this recipe is my new number one. Instead of an 8-oz package of elbow macaroni, I went with a 16-oz (2lb). I didn’t change the amount of cheese or milk. Not sure if you meant 16-oz to begin with. After tasting, I added another 1/2 tsp. of onion powder and was pretty generous with salt and fresh pepper in the cheese mix.

    This recipe is killer.

  9. Rachael says:

    Just came across this, I can’t wait to make it for a dinner side this week! Question though- do you think it could work if baked in individual ramekins? I love the look of little mini baked mac and cheeses, but I’m not sure how it would might make the flavor different.


  10. Tnyo says:

    This recipe turned out great! I didn’t have enough cheese so I only used 4 cups and it still tasted great.. I never made Mac and Cheese before but will start making it more often..

  11. Ben says:

    Greetings from South Africa. Just Stumbled onto this. What I do is to use the exact same recipe, only substitute the breadcrumbs with broken up potato crisps (any flavour) for a delicious variation. Different flavours will give a slightly different taste. Try it, and enjoy.

  12. Dustin says:

    I agree with Megan! Beecher’s Mac and cheese is the BOMB!!!

  13. Alex says:

    Trying this tonight….anyone know the serving size??? ;)

  14. Alex says:

    Used the 16oz package of elbow mac and kept the rest of the recipe the same…..turned out so yummy! It made a full pan of mac, yum!

  15. katie says:

    perfect for the 4th of july. I have searched long and hard. This is my go-to mac and cheese recipe

  16. Emily says:

    can I make this recipe in advance, and store each part in the refrigerator separately, then assemble when ready to cook? how well will the cheese sauce hold up in the fridge until I bake it tonight? This looks delish :) Can’t wait to make it.

  17. Annie says:

    I just made this mac & cheese and it was AWESOME. I actually used about 12 oz of pasta instead of 8 oz and reduced the amount of cheddar cheese slightly (by about half a cup) and it came out great. Thanks for the great recipe – will definitely use it again!

  18. Meghann says:

    I love this mac n cheese recipe! So easy and always stuff I have around the house. I made it one time with rice milk because I was out of fresh dairy milk and it turned out great! I also added a can of diced jalapenos for thanksgiving this year and it was so yummy! Added an extra kick and tanginess! Thanks!

  19. Tam says:

    I made this tonight and it was delicious! It beats my great-grandma’s recipe that I’ve been using for years. I used the Italian Panko bread crumbs and it was simply incredible.

  20. Anna says:

    Good but far too much breadcrumbs!! You only need about 1/6 of what the recipe says.

  21. Mary Yamada says:

    This looks scrumptious, but now I’m thinking of subbing brown rice macaroni in place of the regular elbow mac. I hope it turns out good.

  22. ThFerret says:

    a 1 lb block of cheddar came out to just about 6 cups of shredded cheese

  23. Michelle D says:

    This was fabulous! I used Rotini pasta, and added broccoli. My 9 year old and 1 year old devoured it, as did I!

  24. Veronica says:

    I made this the other night and it turned out AMAZING!!! I was looking for a good recipe to give my tiny 1 year old, and this not only was her type of mac & cheese, but I also loved it! The panko breadcrumbs add a delicious crunch!

  25. Alicia says:

    good flavor- however, i did add salt & pepper and a squirt of classic prepared mustard – i used shredded cheddar cheese and I cut back to a total of 4 cups of cheese…… 6 cups was just a CRAZY amount to use … waaaaay too much IMO!!
    But thanks!

  26. Erika says:

    This was just average for me. Not bad, but nothing too special.

  27. Madison says:

    Just tried this today, pretty good. I made a few changes though…

    I used 16oz of pasta, there’s no way you need 6 cups of cheese for only 8oz.

    I only used about 1/3 of a cup and that was plenty!

    I also only used 4 cups of cheese rather than 6 cups. I think you could use 5 cups if you wanted it really cheesy. It just seemed absurd to use 6 c. of cheese (and I like cheese!)

    To add a little more zing, I added about a teaspoon of Worcestershire sauce – (adding a little dijon would also work) if you don’t have that.

    Overall it was pretty good, next time I will definitely add more salt and maybe even skip the breadcrumbs. I tasted the plain mac and cheese before putting it into the baking dish and it was soo good!

  28. Brenda W. says:

    I made this tonight to serve tomorrow at my son’s birthday party. My husband and I couldn’t stop eating it pre-baked! In my husband’s words “it is freakin’ good! The best macaroni and cheese I ever had!” I did what some others suggested and increased the macaroni to 16 oz and used only 5 cups of cheese. I also added a few drops of hot sauce. I will definitely be saving this one to use later. Thanks so much!

  29. Jenn says:

    I made this tonight and it was delicious! Definitely a good idea to up the noodles to 16 oz though and 4 cups of cheese (more or less) seemed to be plenty. The breadcrumbs were the best part!

  30. Elizabeth says:

    I definitely think there were way too many breadcrumbs on top. I should have gone with my instincts and lessened it, but I didn’t. Otherwise, it is very delicious. I think adding some mustard or chili powder to the cheese sauce would help add dimension to the flavor.

  31. Ashley says:

    I make this all the time. Love this recipe, only difference is I use one extra clove garlic and a Jack and Cheddar mixture.

  32. Rose says:

    Made this for dinner tonight! We couldn’t stop saying how delicious it was! Love it Love it Love it!!!!

  33. Shawna W says:

    What size dish are you all baking this in 8×8, 9×9?

  34. Shawna W says:

    What size dish should this be baked in 8×8, 9×9?

  35. ELLA says:

    Your recipe for mac and cheese was an answer to prayer. I failed to get it from the amazing cooks in my family. Thank you for taking the time to post it. Now I will be able to get it to my family.Let me know what you would like. ELLA

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