Homemade Mac and Cheese

Annalise, Completely Delicious

The best macaroni and cheese starts with lots of butter, whole milk, and sharp cheddar cheese. It’s the ultimate comfort food and is the perfect dish for a cold winter night – or anytime, really.
15 min Prep Time
35 min Cook Time
  • Prep Time: 15 min
  • Cook Time: 35 min
  • Servings: 8 servings

Servings: 8 servings


  • For the macaroni:

  • 6 tablespoons butter
  • 6 tablespoons all-purpose flour
  • 5 cups whole milk
  • 1-2 teaspoons salt, plus more to taste
  • 1/2 teaspoon black pepper
  • 2 teaspoons mustard powder
  • 1/2 teaspoon paprika
  • 1 lb (about 6 cups) sharp cheddar cheese, shredded
  • 1 lb elbow macaroni
  • For the topping:

  • 1/4 cup butter, melted
  • 2 cups panko style bread crumbs
  • 1/2 cup sharp cheddar cheese, shredded
  • 1/2 cup parmesan cheese, shredded


Step 1

Preheat oven to 375°F. Butter large casserole dish.

Step 2

Melt butter in large saucepan. Add flour and whisk until it forms a thick paste. Add milk a little at a time while whisking continuously to form a sauce. Add salt, pepper, mustard, paprika and cheddar cheese and whisk until cheese is melted and sauce is smooth. Taste and adjust seasonings as needed.

Step 3

Bring large pot of salted water to boil. Add pasta and cook until al dente. Drain and add pasta to the cheese sauce, stirring until well coated. Dump pasta and sauce into prepared casserole dish.

Step 4

For the topping, combine melted butter, bread crumbs, cheddar cheese and parmesan cheese in medium bowl until mixed thoroughly. Sprinkle on top of pasta. Bake until topping is golden brown and sauce is bubbly, about 30-35 minutes.