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Ooey, gooey and oh-so-cheesy! This creamy, easy baked mac and cheese is the best mac and cheese recipe that you’ll ever taste. A made-from-scratch sauce with two different types of cheese creates the smoothest, richest, creamiest casserole. Kids and adults devour this old-fashioned, homemade side dish, which pairs nicely with everything from Thanksgiving turkey to Christmas ham, fried chicken to meatloaf and pork chops.

Creamy baked mac and cheese on a wooden serving spoon

How to Make Creamy Baked Mac and Cheese | 1-Minute Video

Baked Macaroni and Cheese Recipes

There are as many different baked macaroni and cheese recipes as there are home cooks. In the South, baked mac and cheese is typically just a simple combination of pasta, eggs, butter, milk, and cheese. The eggs set up to create a firm casserole that you can slice into squares to serve. If you prefer that style, try my favorite Southern baked mac and cheese recipe. This recipe, by contrast, uses a roux to make a creamy béchamel sauce that coats the noodles. If you’re looking for the ultimate creamy, easy baked mac and cheese recipe, then you’ve come to the right place!

How to Keep Mac and Cheese Creamy

I’m sharing a handful of tips to help keep your easy baked mac and cheese creamy, smooth, and saucy.

  • First, no eggs. Unlike the Southern-style mac and cheese, this creamy version does not include eggs. The eggs help to “set” the casserole, giving it a firm, dry texture. Since that’s not what we’re going for here, you’ll need to leave out the eggs.
  • Next, lots of sauce. We’re not skimping on cheese, milk, or cream in this dish. We’ll make plenty of cheese sauce to coat the noodles. It looks like a lot of sauce (and it is!), but you need that amount in order to keep the dish creamy in the oven.
  • Velveeta cheese. That’s right, I said it. Blasphemy?! Maybe! But trust me here: Velveeta (or “American cheese”) melts smoothly into the sauce giving the mac and cheese a rich, creamy texture that you just can’t quite replicate with other types of cheese.
  • Baking Time. This casserole goes in the oven at a low temperature (325°F) for just 15 minutes. This short baking time is important because it’s just long enough to melt the cheese on top and get the noodles hot inside, but it’s not so long that it dries out the pasta and sauce. If you like a crispier golden brown crust on top, you can pop it under the broiler for a few minutes at the end.

The Best Cheeses

As I mentioned above, the secret to creamy baked mac and cheese is Velveeta cheese! This American cheese just melts smoother than other cheeses and gives the sauce that creamy mouthfeel that we’re all looking for. I’ve found that an equal ratio of cheddar cheese and Velveeta cheese yields the best of both worlds — a smooth, creamy mac and cheese with plenty of rich, sharp cheddar flavor.

If you like a combination of other cheeses, you can feel free to replace some of the cheddar (or even some of the Velveeta) with other good melting cheeses. Try Gruyere, Pepper Jack or Monterey Jack, gouda, smoked gouda, Swiss, or mozzarella. The options are endless, so pick your favorites!

Cheese for broccoli and cheese soup recipe

Do you need to bake mac and cheese?

Creamy mac and cheese recipes that start with a roux-based sauce (like this one), do not need to be baked before serving. A creamy stovetop mac and cheese recipe is designed to go straight from the pot to the plate — no oven necessary. You could also serve this mac and cheese without baking — it will just be really saucy. By contrast, Southern-style mac and cheese recipes must be baked in order to cook the egg and help the dish set.

Overhead shot of a bowl of easy mac and cheese

Ingredients

This is a quick overview of the ingredients that you’ll need for a pan of easy baked mac and cheese. As always, specific measurements and complete cooking instructions are included in the printable recipe box at the bottom of the post.

  • Elbow macaroni pasta: the “mac” that gives the dish its name! You can use other short pasta shapes such as rotini, penne, cavatappi, or medium shells, if you like.
  • Butter: the base of the roux that thickens the bechamel sauce.
  • All-purpose flour: combines with the butter to make the roux and thicken the sauce.
  • Milk (whole or 2%) and half-and-half: to make the sauce creamy and rich. Do not substitute with skim milk or other lower-fat alternatives, since the flavor and texture of the sauce will not be as good.
  • Worcestershire sauce: a touch of umami flavor that gives the dish depth.
  • Velveeta cheese: for a smooth, creamy mouthfeel in the cheese sauce.
  • Sharp cheddar cheese: gives the dish its sharp, rich, cheesy flavor. Use extra sharp cheddar or other types of flavorful cheese, if you like.
  • Salt, dry mustard powder, black pepper, and nutmeg: for extra flavor.
Cooked elbow macaroni in a red Dutch oven

How to Make a Baked Mac and Cheese Recipe

This homemade mac and cheese is an ideal side dish that you can prep ahead for special holidays like Thanksgiving or for large family suppers. Assemble it in advance and keep it in the fridge for a couple of days! You can also serve the mac and cheese as a main course for dinner. Throw in some shredded chicken or diced ham, add veggies like steamed broccoli or frozen peas, and you’ve got a delicious and satisfying meal in one pan. The simple, old-fashioned combination of pasta and cheese is always crowd-pleasing!

  1. Boil Macaroni. Cook the noodles in salted boiling water just until barely al dente, according to package directions. Drain and drizzle with a small amount of olive oil to prevent sticking.
  2. Make Cheese Sauce. While the pasta cooks, make the roux and béchamel sauce in a Dutch oven or large saucepan with butter, flour, milk, and half-and-half. Whisk in the Worcestershire sauce, cheeses, and seasoning.
  3. Add Noodles to Sauce. Stir in the cooked macaroni until all of the noodles are coated in the creamy sauce.
  4. Bake. Pour the mixture into a 9 x 13-inch (3-quart) baking dish. Sprinkle grated cheese on top. Bake in a 325°F oven for about 15 minutes. The dish is ready when the cheese is melted on top and the inside is hot and bubbly.
Cheese sauce for baked mac and cheese with velveeta
Process shot of how to make creamy baked mac and cheese
Mac and cheese in casserole dish before baking
Overhead shot of baked mac and cheese recipe in a dish

Serving Suggestions

Serve this easy oven baked mac and cheese as a lunch or main-dish dinner and your family will be thrilled. It’s total comfort food! Just add a house saladtomato saladCaesar saladroasted broccoliSouthern-style green beans, or collard greens on the side. We also love a basket of flaky biscuitsblueberry muffinsapple breadcornbread, or corn sticks on the table to round out the meal.

If you’re serving the mac and cheese as a side dish, here are some entrées that go well with the casserole:

Horizontal shot of a bowl of the best mac and cheese recipe

Make Ahead

To prep the dish ahead of time, assemble as instructed — but do not bake. Cover with foil and refrigerate for 1-2 days. When ready to bake, allow the dish to come to room temperature on the counter for at least 30-60 minutes. Remove the cover and bake at 325°F for 20-30 minutes, or until heated through and bubbly.

Storage

Store leftover baked macaroni and cheese in an airtight container in the refrigerator for 3-4 days. I do not recommend freezing this mac and cheese. The texture of the pasta will be mushy when thawed, and the dairy-based sauce will separate or break.

Can you bake leftover mac and cheese?

Yes, you can reheat leftovers in the oven or in the microwave. Cover the dish loosely with aluminum foil and reheat in a 325°F oven just until warmed through. You can remove the foil cover during the final few minutes to allow the top to brown or the edges to get crispy.

To reheat individual servings, just cover loosely and microwave for about 30 seconds (or until warm).

Square close up shot of creamy baked mac and cheese recipe

Recipe Variations

  • Use a combination of just about any flavorful melting cheeses that you prefer. For instance, try Colby or Colby Jack, Fontina, gruyère, white cheddar, Pepper Jack or Monterey Jack, gouda, smoked gouda, Swiss, or mozzarella. The options are endless, so pick your favorites!
  • Easy Baked Mac and Cheese with Bread Crumbs: For a crunchy topping, combine ¾ cup panko bread crumbs with 3 tablespoons of melted butter. Sprinkle on top of the dish before baking. Buttered, crushed Ritz crackers or buttered seasoned breadcrumbs also work well.
  • Bacon: add cooked, chopped bacon to the topping (or to the inside of the casserole).
  • Add veggies (such as steamed broccoli or frozen peas) to make it a full meal. You can also stir in some cooked, chopped chicken or ham.
  • Seasoning: Add a touch of paprika, some garlic powder, onion powder, or a dash of cayenne pepper for spicy kick!
  • Instead of the half-and-half, use additional milk or heavy cream.

Tips for the Best Mac and Cheese Recipe

  • Boil the noodles in very well-salted water. The salt in the water seasons the noodles, adding flavor to the dish.
  • Cook the pasta just until it’s al dente — almost tender, but still firm to the bite. You don’t want to completely cook the noodles until they’re tender, because they will continue baking in the oven.
  • Allow the cheese, milk, and half-and-half to come to room temperature before adding them to the recipe. They will blend together smoothly if they’re not cold.
  • Start with blocks of cheddar cheese that you grate yourself at home, rather than using bags of pre-shredded cheese from the store. The pre-shredded cheese includes stabilizers and other ingredients to prevent the cheese from clumping, which inhibits its ability to melt smoothly into the dish.
  • If you prefer a crispier, darker brown top on your mac and cheese, place the dish under the broiler during the final few minutes of baking. Just be sure to keep a close eye on it so that the top doesn’t burn.
  • Cooking for a smaller family? Cut all of the ingredients in half and bake the casserole in an 8-inch square casserole dish.
Close up side shot of a bowl of creamy mac and cheese

More Homemade Mac and Cheese Recipes to Try

Square close up shot of creamy baked mac and cheese recipe

Creamy Baked Mac and Cheese

5 from 20 votes
Prep: 20 minutes
Cook: 15 minutes
Total: 35 minutes
Servings 10 – 12 (as a side dish) or 6-8 (as an entrée)
Calories 572 kcal
Ooey, gooey and oh-so-cheesy! This Creamy Baked Mac and Cheese is the best mac and cheese recipe that you'll ever taste.

Equipment

Ingredients
  

Instructions

  • Preheat oven to 325°F. Grease a 9 x 13-inch baking dish and set aside.
  • In a large pot of salted boiling water, cook pasta for 1 minute less than the package suggestion for al dente (about 8 minutes). Drain and toss with a drizzle of olive oil to prevent sticking.
  • While the pasta boils, melt butter in a large Dutch oven (about 6-7 quarts) over medium heat. Add flour; cook, whisking constantly, for 1 minute. Very gradually, whisk in the milk and half-and-half. Bring to a boil over medium heat, whisking constantly. Remove from the heat.
  • Whisk in the Worcestershire sauce. Gradually add all of the Velveeta cheese and half of the cheddar cheese (1 ½ cups). Stir until the cheese is completely melted and smooth. Stir in the salt, dry mustard, pepper and nutmeg. Add cooked, drained pasta and stir to coat.
  • Transfer to the prepared baking dish. Sprinkle remaining 1 ½ cups of grated cheddar on top. Bake for 15 minutes, or until cheese is melted on top and the sauce is bubbly.
  • For a crispier, browner top, pop the dish under the broiler for 2-5 minutes.

Video

Notes

To prep the mac and cheese ahead of time, assemble the dish as instructed, but do not bake. Cover with foil and refrigerate for 1-2 days. When ready to bake, allow the dish to come to room temperature on the counter for at least 30 minutes. Remove cover and bake at 325 degrees F for 20-30 minutes, or until heated through and bubbly.

Nutrition

Serving: 1/10 of the dishCalories: 572kcalCarbohydrates: 48gProtein: 25gFat: 31gSaturated Fat: 20gCholesterol: 96mgSodium: 1114mgPotassium: 392mgFiber: 2gSugar: 7gVitamin A: 1177IUVitamin C: 1mgCalcium: 559mgIron: 1mg
Keyword: baked mac and cheese, creamy baked mac and cheese
Course: Dinner, Side Dish
Cuisine: American
Author: Blair Lonergan
blair

Hey, I’m Blair!

Welcome to my farmhouse kitchen in the foothills of Virginia’s Blue Ridge Mountains. Inspired by local traditions and seasonal fare, you’ll find plenty of easy, comforting recipes that bring your family together around the table. It’s down-home, country-style cooking!

Read More

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Comments

  1. This looks terrific, except for the salt overload. I’d use unsalted butter & omit the 1t of salt, which would lower the sodium 300mg. per serving.

    1. I did the same thing. There is enough salt in the Velveeta cheese that you don’t need that extra salt. It is salted perfectly without the extra.
      I’m glad that I’m not the only one that thought the same thing.
      It tasted fabulous!

        1. Hi Blair,
          Could this be prepared & assembled in a crockpot. Then heated up on low for a couple hours? Going to a pitch in and don’t have time the morning of. Thank you!

          1. Hi, Gerri! Yes, I think that would work fine. I would just be careful not to “cook” it for too long in the slow cooker, since the pasta will get mushy/gummy if it cooks for too long. Happy holidays!

          1. This looks like a good recipe. If I make this the night before for a birthday party , will the macaroni absorb all the sauce before I bake it the next day? Thank you.

          2. Hi! That’s no problem. Here are the make-ahead instructions from the post: To prep the mac and cheese ahead of time, assemble the dish as instructed, but do not bake. Cover with foil and refrigerate for 1-2 days. When ready to bake, allow the dish to come to room temperature on the counter for at least 30 minutes. Remove cover and bake at 325 degrees F for 20-30 minutes, or until heated through and bubbly.

            Enjoy!! 🙂

      1. 5 stars
        Best home made mac n cheese I’ve ever had. I only used 6oz of velveta and used guyree for the the rest because i was scared of the velveta honestly. I baked a little higher and longer and did broil at the end, and omg. It is perfection. I know what I am bringing to everything ALWAYS now! Lol. Thank you for sharing your delicous recipe!!

        1. Wonderful, Ashley! Thank you so much for letting me know. I’m glad that it was a hit — even with the Velveeta! 😉

          1. can this be made in a normal baking dish?
            I’m wanting to make this for my family but my mom said she got rid of our dutch oven.

        2. 5 stars
          I don’t get it. I’m not trying to be rude. I always read the reviews on a recipe. What I don’t get is people saying they loved it but changed the recipe ingredients. It’s not their recipe anymore because you changed it. I’m lost!!!!

          1. 5 stars
            People change recipes to their liking…what do you not get? If the recipe (as written) works for you….great!

      2. 5 stars
        This was great! My husband and kids are super picky and claim that they don’t like homemade macaroni and cheese. I think what they don’t care for is the stringy cheese kind and/or the crumb toppings, so I was pleased to find this creamier option. I omitted the nutmeg, added some chopped cooked bacon and freeze dried green onions and cooked it in the smoker with our ribs. Everyone loved it, particularly the texture! Thank you for sharing! I will keep this one in the recipe box!

    2. I am about to make this recipe for approx.60 people. Sounds delicious thanks for the extra tips re: salt content. Any additional tips will be appreciated

  2. 5 stars
    Yum this sounds delicious….. comfort food for sure!!! Do you happen to have a favorite cheddar cheese brand? Thanks for all your recipes and website …. I love it. 🙂

    1. Hi, Tess! I don’t exclusively use one brand, but I like Kraft blocks of cheese since that’s typically what I can find at our little local grocery store. There isn’t too much fancy selection for me to be choosy with. 🙂

          1. Hi Blair,

            Love your recipes. How much cheddar cheese do I need to make three cups? Thank you

          2. Hi, Lyn-Anne! One cup of cheddar grated is about 4 ounces, so you’ll need a total of 12 ounces for 3 cups. Enjoy!

          3. 5 stars
            I made this last night and we loved it!! Truly comfort food! A “Keeper” for sure! I do think the next time I may cut the recipe in half… since there’s only 2 of us. I really appreciate the “Tip” area of your recipe/website… very helpful. Thanks again…. 🙂

        1. 5 stars
          Sorry, I accidentally posted my “reply” below on the wrong response! But, just to let you know we LOVED this dish! Yummy! 😉

        2. 5 stars
          Made this today. It was absolutely great. Added real bacon bits on top with Pablo topping. I’ve made several recipes in recent months and this was the best. I think the velvetta is the trick.

          1. Sounds perfect, Kevin! I agree — that Velveeta makes a big difference in the taste and texture of the cheese sauce. Thanks for your note!

          1. Hi, Diane! I’m not sure…I’ve never had that problem. I wonder if you added the cheese to the mixture while it was still boiling/bubbling rather than removing it from the heat first? That can cause the emulsifiers and coagulants in the cheese to break down and cause a gritty texture. It’s similar to curdling.

          2. Hi there! you probably let the cheese sauce get too hot. when you make a béchamel (the flour, butter, milk concoction) its really important not to let it boil, or even simmer, and always remove it from the heat before mixing in the cheese. When cheese gets too hot, it separates, and that’s what gives a grainy texture. Hope this helps!

  3. 5 stars
    I wanted to come back and let you know that my husband said this recipe was just like his “Mom” used to make….. he is loving this mac and cheese!! We both love it! 🙂

  4. 5 stars
    This was a delicious mac and cheese recipe. Creamy but with a nice strong cheddar flavor. All 3 kids loved it and are looking forward to leftovers tomorrow. Thank you for sharing1

      1. Hi, Mandy! No problem — just use 2 cups of whole milk and 2 cups of heavy cream. It will be decadent and delicious!

  5. 5 stars
    This is hands down the best recipe for mac and cheese I have ever had. Most recipes come out on the dry side, but this was wonderfully creamy and awesome!

    1. Hi, Rachel! I do not recommend freezing this mac and cheese. The texture of the pasta will be mushy when thawed, and the milk-based sauce will break.

    2. I think i accidentally posted this question originally as a reply to someone else so I’m posting again haha. Can this be made in a normal baking dish?
      I’m wanting to make this for my family but my mom said she got rid of our dutch oven.

      1. Hi, Brooke! Absolutely! You just need a pot big enough so that you can stir everything together on the stovetop before transferring the mixture to a baking dish to finish in the oven. If you don’t have a Dutch oven, then a large, deep skillet or other large pot will be fine. Enjoy!

  6. 5 stars
    This was a complete hit with my family to the point the kids asked to have it each week! Thank you!

  7. Hi I am thinking about making this recipe for Thanksgivi g. Will it taste the same if I follow the make ahead instructions or does it taste better making the day of?

    1. Hi, Alma! I think it’s best served on the day that you prepare it, but sometimes the convenience of prepping ahead on the big day outweighs the benefit of a last-minute dish. It will be good either way, but you might like to test out the prep-ahead method in advance. You can make just a smaller quantity to test in advance (cut the ingredients in half), and see how you like it. Then you’ll know for sure on the holiday. 🙂

  8. 5 stars
    I made this today for a friend’s birthday dinner at my house. I used Velveeta, Monterey Jack, Mild Cheddar, and some finely grated Mexican cheese combo. It turned our great. It didn’t seem to salty for me. I did use quite a bit of black
    pepper and onion powder.

    1. Hi, Jammie! I don’t recommend freezing this dish, since the pasta can be mushy when thawed and the cream-based sauce may separate or break when thawed. If you want to prep the casserole ahead of time, I would store it in the fridge. Here are those instructions:

      To prep the easy mac and cheese ahead of time, assemble the dish as instructed, but do not bake. Cover with foil and refrigerate for 1-2 days. When ready to bake, allow the dish to come to room temperature on the counter for at least 30-60 minutes. Remove the cover and bake at 325°F for 20-30 minutes, or until heated through and bubbly.

  9. Hi could you link your casserole dish? I saw you linked the Dutch oven above. I am bringing this to a Fourth of July cookout.

    Thanks!

    1. Hi, LouAnn! I’ve never tried that, but I think it might work! Let me know if you give it a shot…

  10. I prepared this last night for a luncheon I’m going to today. I have it in the oven now. It smells amazing. I’ve made homemade mac and cheese over the years and it’s never turn out this creamy. I put a small serving to the side for my husband as he loves mac and cheese. This recipe is definitely on my rotation. ❤️

    1. Wonderful! I hope that your husband and your friends at the luncheon enjoyed it, Sheila! 🙂

  11. Another great recipe!! So fast and easy and delicious!!!!
    My guests loved it. So creamy. This is my go to mac and cheese. Thanks Blair

    1. Hi, Hailey! No, I wouldn’t use a Crock Pot. Any large pot that you have should work fine. You just need something big enough to accommodate all of the pasta, cheese, and sauce. 🙂

        1. Can you make the cheese sauce in a saucepan and then stir everything together in a big bowl off the heat?

  12. 5 stars
    I have been searching for a good creamy mac and cheese recipe for years it seems and I hit the jackpot with this recipe. I made it tonight for dinner and it was delicious!!

    1. Hi, Stephanie! You can prepare the dish in advance and keep it in the fridge (those instructions are included in the post above), but I do not recommend freezing the mac and cheese. The texture of the pasta will be mushy when thawed, and the dairy-based sauce will separate or break.

  13. i didnt use salt….theres enough in the cheese ..i added a can of corned beef and one chopped cooked onion. only cos i wanted to test the non egg version..i wasnt that impressed its way too runny
    i usually mix 6 eggs with 1 and 1/2 cups of milk one onion chopped cooked bacon 2 cups grated vintage cheese, 1 cup of parmasen cheese cook the pasta add everything else stir it over a low heat for 2 min put in a dish top with breadcrumbs and three tiny pieces of butter and shove in the oven. my recipe cuts like a cake when its cold and is delish. and no need for flour ..flour makes it taste stodgy

  14. 5 stars
    I’ve tried a couple of other baked Mac and Cheese dishes but none were ever as good as this recipe! I’m so happy to have finally found my “go to” Mac and Cheese recipe. Everyone in my family loves it. I made it for a potluck lunch at my office and it was also a big hit there! It’s so creamy, flavorful and delicious! Thanks so much.

  15. 5 stars
    I dont usually Make this style of Mac n Cheese but I was sharing Christmas day with a very dear best friend and wanted to take a side dish to compliment her ham & Brisket so I chose this recipe and her 2 sons said it was the best Mac n Cheese they ever eaten. Now remind you these boys are very particular and most kids love only their moms cooking but when they told her mine was the best and one of her sons wanted the recipe, I was very flattered. It’s not easy to top other moms cooking, so props to you. And thank you so much for sharing. I am making it again for New Years hoping my family here which are my 3 sons , granddaughter and daughter in law week all love it as well.

    1. Yay! I’m so glad that the kids approved! Hope your family enjoys it for New Year’s, too. Thank you, Anna!