Ooey, gooey, and irresistibly cheesy, this creamy baked mac and cheese is the ultimate comfort food for holidays, potlucks, or cozy weeknights. With a silky smooth sauce and plenty of cheddar flavor, it’s a crowd-pleasing favorite every time!
If you love hearty sides, try my sweet potato casserole with pecans, hashbrown casserole, au gratin potatoes, cornbread dressing, or browse all of my other casseroles and side dishes.
Table of Contents
This recipe uses a roux to make a creamy béchamel sauce that coats the noodles. If you’re looking for the ultimate easy, creamy baked mac n cheese recipe, then you’ve come to the right place!
Before You Get Started
- Grate your own cheese. Pre-shredded cheese won’t melt as smoothly.
- Use a mix of cheddar and Velveeta. This ensures both sharp flavor and smooth creaminess.
- Avoid overbaking. Just 15 minutes at 325°F keeps the pasta tender and creamy, not mushy or dry.
- Warm your ingredients. Room-temperature milk and cheese blend more evenly.
- Skip the eggs. For this version, leaving them out prevents a firm, dry, set texture.
How to Make Creamy Baked Mac and Cheese
This homemade mac and cheese is perfect for holidays or family gatherings since you can assemble it ahead and refrigerate for a couple of days. It also makes an easy main dish; just add cooked chicken, ham, or veggies for a hearty one-pan meal!
Step 1: Boil the Pasta
Cook the noodles in salted boiling water until just shy of al dente. They will continue baking in the oven. Don’t forget to salt the water!
** Quick Note: Drizzle with a little olive oil after draining to prevent sticking.
Step 2: Make the Roux
Melt the butter, add flour, and whisk constantly for one minute to eliminate the raw flour taste.
** Pro Tip: Use medium heat so the roux stays pale and smooth.
Step 3: Build the Cheese Sauce
Gradually whisk in milk and half-and-half, then remove the pot from the heat before adding the cheeses. This prevents curdling or separation.
** Quick Note: Fold in cheese slowly for the creamiest texture.
Step 4: Combine and Bake
Stir the pasta into the sauce and pour into a greased dish. Top with remaining cheese.
Bake for 15 minutes, just until bubbly.
** Pro Tip: For a lightly browned crust, broil for 1-2 minutes at the end.
Variations and Serving Ideas
Cheese Blends: Try Colby Jack, Gruyère, Monterey Jack, or Fontina for different melt and flavor profiles.
Toppings: Add buttered panko, crushed Ritz, or bacon for texture.
Mix-Ins: Stir in cooked chicken, ham, or broccoli to make it a meal.
Seasoning: Add garlic powder, cayenne, or paprika for extra depth.
Serving Ideas: Pair with roasted chicken, mustard pork tenderloin, grilled beef tenderloin, Crock Pot pulled BBQ chicken, old fashioned Sloppy Joes, southern meatloaf, slow cooker baby back ribs, or maple-glazed roasted turkey breast.
Best home made mac n cheese I’ve ever had. I only used 6 oz of Velveeta and used Gruyere for the the rest because I was scared of the Velveeta 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 delicious recipe!!
-Ashley
Storage, Freezing & Make Ahead
- Make Ahead: Assemble but don’t bake; refrigerate up to 2 days. Bake uncovered for 20-30 minutes until hot and bubbly.
- Storage: Refrigerate leftovers up to 4 days. Avoid freezing for best texture.
- Reheat: Cover with foil and warm at 325°F or microwave individual portions briefly. Add a splash of milk to loosen sauce if needed.
Frequently Asked Questions
How do I keep mac and cheese creamy?
Avoid overbaking and always use freshly grated cheese. A bit of Velveeta helps prevent separation. Don’t add eggs, which give the dish a more firm, dry, set texture.
Why no eggs in this version?
Eggs “set” the sauce, making it more like a sliceable casserole; skipping them keeps it smooth and saucy.
Can I double the recipe?
Yes. Use two 9 x 13-inch pans and rotate in the oven halfway through baking.
Can I make this without Velveeta?
Substitute an extra 1 ½ cups of cheddar plus ½ cup of heavy cream for similar results.
Related Recipes
- Duke’s Homemade Mac and Cheese
- Crockpot Mac and Cheese
- Dutch Oven Mac and Cheese
- Mac and Cheese with Ground Beef
Or check out this collection of 15 Mac and Cheese Recipes!
Did you make this recipe?
If you enjoyed this recipe, please leave a comment with a 5-star review at the bottom of the post. Thank you!
Watch How to Make It
Creamy Baked Mac and Cheese
Equipment
- 9 x 13-Inch Baking Dish
Ingredients
- 1 lb. dry elbow macaroni pasta
- ½ cup salted butter
- ½ cup all-purpose flour
- 2 cups milk, at room temperature (I use 2%, but whole milk will also work well)
- 2 cups half-and-half, at room temperature
- 1 teaspoon Worcestershire sauce
- 12 ounces cubed Velveeta cheese, at room temperature
- 3 cups grated sharp cheddar cheese, divided (at room temperature)
- 1 teaspoon kosher salt
- ½ teaspoon dry mustard
- ¼ teaspoon black pepper
- Pinch of nutmeg
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. 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.
Notes
- Grate your own cheese for best melting results.
- Use equal parts cheddar and Velveeta for ideal flavor and creaminess.
- Don’t overbake; remove when bubbly and melted.
- Bring dairy and cheese to room temperature before mixing.
- Add a splash of milk when reheating to loosen the sauce.
- Skip the eggs. This version stays creamy without them.
- Cook pasta slightly under al dente to avoid mushiness.
- Broil briefly for a browned top, if desired.
- Not freezer-friendly (texture changes).
- Double for holidays or large gatherings.
Nutrition
This was a big hit at our parish. I couldn’t believe a simple dish like Mac and cheese would get so many compliments! A keeper. Thanks.
– Barbara
Originally published in October, 2020, this post was updated in November, 2025.
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.
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!
Hi, Karen! Thanks for your note. I’m glad that you made it work for you. 🙂
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!
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!
Omg…it’s the best I’ve ever made!! Thanks a lot
Oh, yay! Thanks, Letitia! I’m so happy to hear that!
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.
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!! 🙂
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!!
Ps, don’t be scared of the velveta!! It is the absolute secret ingrediant and puts this over the top!
Wonderful, Ashley! Thank you so much for letting me know. I’m glad that it was a hit — even with the Velveeta! 😉
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.
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!!!!
People change recipes to their liking…what do you not get? If the recipe (as written) works for you….great!
Try to stir in a could of spoons of Philadelphia cream cheese yummy!
Yes, that would be perfect!
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!
Yay! Thanks, Julia. I’m so glad that your family approved!
This is a very excellent recipe and I’ve used it numerous times when preparing dinner for our local Eagles club dinners where I serve 50 – 65 people dinner. They go crazy for it!! I do however, make a few ‘tweeks’ to it. I add dry onion powder, garlic powder, and instead of the cheese on top, I brown seasoned, panko bread crumbs in butter and put those on top for a crunchy, buttery taste!!
One suggestion I would give for ease of cheese buying would be to list the pounds needed in the recipe Instead of the the shredded cup amounts since you indicate I. your notes to not buy pre-shredded cheese.
Thanks, Jenellrae! I’m so glad that it’s been a hit!
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
This was a big hit at our parish. I couldn’t believe a simple dish like Mac and cheese would get so many compliments! A keeper. Thanks.
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. 🙂
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. 🙂
Thanks for letting me know…. I’ll be trying this soon and let you know how much we enjoyed it! 🙂
You’re welcome. Hope you love it!
Hi Blair,
Love your recipes. How much cheddar cheese do I need to make three cups? Thank you
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!
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…. 🙂
Wonderful! Thanks, Tess — I’m so glad that you enjoyed it!
Sorry, I accidentally posted my “reply” below on the wrong response! But, just to let you know we LOVED this dish! Yummy! 😉
🙂
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.
Sounds perfect, Kevin! I agree — that Velveeta makes a big difference in the taste and texture of the cheese sauce. Thanks for your note!
I used Colby Jack cheese. Tasty! Mine turned out grainy. What did I do wrong?
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.
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!
I am making this for a baby shower but I want to make it ahead of time can this be frozen before it is cooked?
Hi, Christi! I haven’t tested this recipe in the freezer before baking, but I would worry that the creamy sauce may separate or “break” when thawed and baked. In general, I try to avoid freezing dishes with a cream-based sauce. I would follow the make-ahead instructions in the post above, storing the dish in the fridge until you need it. Hope the shower is a success!
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! 🙂
Amazing! That’s the best compliment — when it tastes like Mom’s! Thanks again for your note! 🙂
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
Thanks, Tamara! I’m so glad that it was a hit with your family. 🙂
Do I have to use half and half for this? I only have whole milk and heavy whipping cream on hand
Hi, Mandy! No problem — just use 2 cups of whole milk and 2 cups of heavy cream. It will be decadent and delicious!
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!
Yay! So glad to hear that, Mike. Thanks for your kind note!
Does this freeze well?
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.
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.
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!
This was a complete hit with my family to the point the kids asked to have it each week! Thank you!
That’s wonderful, Ana! Thank you for letting me know. I’m glad the kids approve! 🙂
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?
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. 🙂
Random question but I love the color of your Dutch oven pot.. what brand is it and where did you find them?
Hi, Letta! It’s the Le Creuset Round Wide Dutch Oven from Williams-Sonoma. The color is called “ocean.” Here’s the link, although it looks like it’s no longer available there. Maybe you can find it somewhere else on the internet? Or you could get the regular Dutch oven in the same color (rather than the wide version).
https://www.williams-sonoma.com/products/le-creuset-signature-round-wide-dutch-oven/
Hope that helps! 🙂
Was scrolling comments and saw the question about the Le Creuset Dutch oven. QVC sells those and usually has a lot of cool colors!
Thank you, Rhonda!
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.
Thanks, Jann!
Hi – thanks for the recipe. I was wondering if I could make ahead and freeze?
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.
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!
Hi, Haleigh! Of course! Here’s the pan that I showed in the photos: https://www.amazon.com/Golden-Rabbit-Enamelware-Cobalt-Pattern/dp/B01DBXRU9Q/ref=sr_1_33?crid=1DWFWNLJPJRM3&keywords=golden+rabbit+enamelware&qid=1655485134&sprefix=golden+rabbit+enamelware%2Caps%2C116&sr=8-33
I also have this one, which is very similar (and they make it in a blue and white swirl pattern as well): https://www.amazon.com/Enamelware-Large-Open-Lasagna-Pan/dp/B0165KS9AQ/ref=sr_1_2?crid=1A021VNNGYQT7&keywords=crow+canyon+enamelware+lasagna+blue+and+white&qid=1655485209&sprefix=crow+canyon+enamelware+lasagna+blue+and+whit%2Caps%2C89&sr=8-2
Hope that helps, and have a great 4th of July!
Can I substitute evaporated milk for half a half?
Hi, LouAnn! I’ve never tried that, but I think it might work! Let me know if you give it a shot…
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. ❤️
Wonderful! I hope that your husband and your friends at the luncheon enjoyed it, Sheila! 🙂
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
Thank you, Carrie Anne!
Can I use a crock pot if I don’t have a large Dutch oven
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. 🙂
I don’t ha e anything
Can you make the cheese sauce in a saucepan and then stir everything together in a big bowl off the heat?
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!!
Oh, good! I’m so happy to hear that, Mitzie. Thank you for letting me know!
Can u freeze this?
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.
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
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.
Yay! So glad to hear that, Jules. Thank you!