This baked macaroni and cheese recipe uses three different cheeses melted into a creamy bechamel sauce, tossed with elbow noodles, and baked until the top is golden and bubbling. I love that it serves a crowd and takes only 50 minutes from start to finish.

In my opinion there is no such thing as healthy macaroni and cheese; It is fat, milk, cheese, and noodles. It does not exist in the healthy atmosphere of food, so I recommend to just accept that and enjoy my classic mac and cheese. If you love comfort food the way I do, this is the recipe. And if you want more where this came from, my tomato soup and grilled cheese is another one that never gets old, or try my chicken noodle soup for the ultimate rainy day meal.
Macaroni and Cheese
Macaroni and cheese is a classic dish of elbow-shaped pasta noodles tossed in a cheese sauce and baked. It has roots going back to Southern Italy as early as the 1300s, where pasta and cheese were combined in simple baked dishes. It later gained popularity across Europe, especially in France, where it was made creamier to align with French cooking. By the 18th century, it had crossed the Atlantic and become a staple of American comfort food.
The way I make this is all about understanding the fundamentals. I start by sauteing onions and garlic in butter until they are lightly browned, then I build a roux with flour, pour in whole milk, and cook it into a proper bechamel sauce. Once the bechamel is thick enough to coat the back of a spoon, I melt in three different cheeses to turn it into a mornay sauce, which is the real secret to this recipe. I toss the sauce with al dente elbow noodles and eggs, pour it into a casserole dish, pile more cheese on top, and bake until everything is melted and golden.
I use yellow cheddar, aged white cheddar, and American cheese, and there is a specific reason for each one that I explain below. This recipe is perfect for serving a crowd at Easter or any holiday. So, I highly recommend giving it a try by following my easy step-by-step directions and tips.
Ingredients and Substitutions
The technique matters more than the ingredient list here, but the cheese combination is what separates this from every boxed version you have ever eaten. Here is what I use:
- Butter – I use unsalted so I can control the salt level. The butter starts the roux and gives the sauce its richness.
- Onion and Garlic – I small dice a yellow onion and mince about 4 cloves of garlic. I run the garlic through a press because I am over chopping garlic in this life. You want the onion diced as small as possible so you taste the flavor without biting into big chunks.
- Flour – All-purpose flour combined with the butter creates a roux, which is what thickens the sauce. Bread flour works too.
- Whole Milk – I always use whole milk for this. You can use 2% or skim, but the sauce will not be as rich. I do not add heavy cream because the cheese brings enough fat on its own.
- Cheese – I like to use a combination of cheddar and American. However, other great cheeses to use are gouda, mozzarella, Colby jack, Monterey jack, pepper jack, gruyere, parmesan, asiago, or mascarpone.
- Noodles – Elbow macaroni is the classic pasta to use. However, any tubular-type pasta will work.
- Eggs – Large eggs that are chilled or at room temperature will work. You can also choose not to use eggs.
- Seasoning – Coarse salt and pepper were all that was used. Worcestershire or Tabasco sauce are other things you could add in.
How to Make a Homemade Macaroni and Cheese
Shred the cheeses: I grate all three cheeses over parchment paper so it is easy to collect and transport. I reserve about a cup of each for the topping.

Saute the aromatics: I melt butter in a large rondeau pot or Dutch oven over medium heat, then add the diced onion and minced garlic. I cook for 6 to 8 minutes until lightly browned. I do not want them just translucent and I do not want them caramelized, just a nice light golden color for maximum flavor.

Build the roux: I stir in the flour until it is completely combined with the butter. The mixture will look like wet sand with little clumps of onion and garlic. I cook for about 1 minute, stirring constantly.

Make the bechamel: I pour in the whole milk and switch to a whisk to break up any lumps. I whisk regularly until the sauce reaches a thin nappe consistency. I do not take it as thick as an alfredo sauce because I have a lot of cheese to add and I do not want the final product to be clumpy.

Melt in the cheese: I turn the heat down to medium-low and pour in the shredded cheeses (reserving the topping portion). I whisk until everything is melted, smooth, and creamy. I season with salt and pepper, then turn the heat off and set the sauce aside. It will stay warm.

Boil the noodles: I cook the elbow macaroni in a large pot of boiling salted water for 6 to 8 minutes until al dente, slightly underdone. I drain thoroughly because excess water will dilute the sauce.

Combine and add eggs: I pour the drained noodles into the cheese sauce and stir until every noodle is coated. I stir in the eggs, which adds structure so the mac and cheese holds together when scooped.

Transfer and top: I pour the mixture into a large casserole dish and spread it. I cover the top with the reserved shredded cheese.

Bake: I bake at 350°F for 20 minutes until the cheese on top is melted and golden. I let it cool for a few minutes before serving so it sets up slightly.

chef tip + notes
Once you understand that this recipe is a roux turned into a bechamel turned into a mornay sauce, everything clicks. That technique chain is one of the first things I learned in culinary school, and once you start understanding it, all of your homemade food from scratch will taste better. Way better than the grocery store, and way better than the local barbecue place.
- Do not use pre-shredded cheese: The anti-caking agents in bagged cheese prevent it from melting smoothly. Shred your own from blocks. It makes all the difference in the world.
- The nappe test is your best friend: When the sauce coats the back of a spoon and a line drawn with your finger holds without running, the bechamel is ready for cheese. Go past this point and the sauce will be too thick. Stop short and it will be soupy.
- American cheese is not a shortcut, it is strategy: The sodium citrate in American cheese acts as an emulsifier and helps the entire sauce stay smooth. That is why I include it alongside the two cheddars.
- Cook the noodles al dente, not soft: The pasta will continue to absorb sauce and cook in the oven. If you start with fully cooked noodles, they will turn to mush by the time baking is done.
- Do not skip browning the onions: Most recipes dump raw onion into the roux. I take the extra 6 to 8 minutes to get a light brown because that is where the flavor is. Translucent onions bring almost nothing compared to browned ones.
Serving Suggestions
This is the recipe I make when I have my friends and family over. It pairs perfectly with my smothered pork chops or alongside a big tray of buffalo wings on game day. For holidays, I serve it next to a glazed ham or a smoked pulled pork shoulder, and I highly recommend it.
For something lighter alongside the mac and cheese, my broccoli cheddar soup in a bread bowl makes it look like we are at a restaurant. My daughter and I even treat the leftover mac and cheese as a snack the next day and eats it cold straight out of the container.

Make-Ahead and Storage
Make-Ahead: I can make this recipe up to 2 days ahead. I assemble everything in the casserole dish (without baking), cover tightly, and refrigerate. When I am ready, I let it sit at room temperature for 30 minutes and then bake as directed, adding an extra 5 to 10 minutes of bake time since it starts cold.
How to Store: I cover and refrigerate for up to 5 days. It freezes well covered for up to 3 months. I thaw in the refrigerator for 1 day before reheating.
How to Reheat: I place the desired amount in a casserole dish, add a splash of milk to loosen it up, cover with foil, and bake at 350°F for 10 to 12 minutes until hot. The microwave works too, but the oven gives a better result, especially for the top.

More Comfort Food Recipes
Video
Baked Macaroni and Cheese Recipe

Ingredients
- 4 tablespoons unsalted butter
- 1 peeled and small diced yellow onion
- 4 finely minced cloves of garlic
- 4 tablespoons all-purpose flour
- 6 cups whole milk
- 3 cups shredded sharp cheddar
- 3 cups shredded white cheddar
- 3 cups shredded American cheese
- 1 ½ pounds macaroni noodles
- 3 large eggs
- sea salt and fresh cracked pepper
Instructions
- Preheat the oven to 350°.
- Add the butter to a large rondeau or Dutch oven pot over medium heat until melted and add in the onions and garlic and cook until lightly browned about 5-7 minutes.
- Next, stir in the flour until completely combined and add in the milk and bring to a boil over high heat.
- Once the milk becomes thick, stir in 2 cups each of each cheese, totaling 6 cups of shredded cheese and whisk until smooth.
- Turn the heat down to low and finish with salt and pepper. Keep warm.
- In the meantime, boil the noodles in a large pot of boiling salted water for 6-8 minutes or until slightly crunchy or al dente.
- Drain the noodles and transfer them to the pot of cheese sauce and mix thoroughly along with the eggs. Adjust the seasonings with salt and pepper if need be.
- Transfer the macaroni and cheese to a large casserole dish and sprinkle on the remaining 1 cup each of the shredded cheese totaling 3 cups of cheese.
- Bake in the oven at 350° for 20 minutes or until the cheese is melted.





I’ve made this many times. It’s the best mixture with white cheddar and American. Now that I have my new Wolf stove I’m headed toward many of your recipes.
Amazing!
Recipe calls for 3 eggs but don’t see where to add them.
Procedure 7
Under Instructions at No. 7…..
Do I add the eggs in uncooked without wisking them?
This was without a doubt the best Macaroni and Cheese I have ever tasted! I made this and it was so creamy and tasty! My husband loved it!
I love home made mac and cheese and have never been able to make it. You gave me the courage to make it and it was fantastic!! I am not afraid to make it using different varietys of cheeses!!!
love it!
Great recipe!
so good!!
I’ve made this recipe many times now and love playing with the ingredients and changing up the cheese. Kids never leave leftovers.
Great!
I made this for Easter and it was delicious. I did not use eggs and it was very creamy.
Will make again.
Excellent!
I have been a fan of boxed mac and cheese for years, and have never been able to make a good batch. You have given me the courage to try this recipe and it is my all time go to. You gave me the courage to try your cooking techniques and it never disappoints me. Thank you!!!
thank you so kindly!!
This has become a staple of our holiday events and family gatherings. It’s simple to make and always a crowd pleaser!!
Excellent!
Delicious! I used half Gruyère and half sharp white cheddar and it was a big hit. I brought it to a potluck, and everyone loved it.
Perfect!