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I like my macaroni and cheese very rich - with lots and lots of cheese (and a little heavy cream just in case....). Given this, you may want to scale back on the amount of cheese that is in this recipe.


  • 4 tbsp butter
  • 1/4 cup flour
  • 2 cups milk
  • 1/4 cup heavy cream (optional)
  • 2 1/2 cups shredded cheese (I use extra sharp cheddar for the bulk of the cheese mixture, but I always add a bit of asiago and parmigiano reggiano to the mix.)
  • 4-5 cups pasta (I like to use cavatappi or shells. I think they hold the cheese more effectively.)
  • salt and pepper
  • 1 tsp mustard powder
  • bread crumbs


  • Preheat oven to 350.
  • Start by boiling water for the pasta. Add pasta when boiling, drain water when done and set aside.
  • Sauce (takes about 20 minutes):
  • Start with by making a roux. Start with about 2 tbsp butter and melt in pan on medium heat. Gradually add flour slowly while stirring. A thick ecru colored mixture will form as the flour dissolves. Continue to gradually add the last 2 tbsp of butter and flour as the mixture comes together.
  • Add about half the milk and touch of cream (if desired)into the roux and stir on medium heat.
  • Add half the shredded cheese mixture to the mixture and stir.
  • Continue gradually adding more milk and more cheese as the entire sauce begins to dissolve and thicken.
  • Add salt, pepper, and mustard powder to taste.
  • Once all the ingredients are added, let the sauce reduce and thicken to the desired consistency.
  • Pour pasta into a baking dish/casserole dish (13x9x2) and stir in the sauce. Mix so that pasta is covered.
  • Top with bread crumbs.
  • Bake in oven at 350 for about 15 minutes.
  • Turn oven up to broil.
  • Take dish out of oven, add thin pats of butter to the top and place back in oven on broil for 5 minutes to get a good crust on top.
  • Take out of oven, let cool for a good 15 minutes and serve.

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