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Family-Favorite Macaroni and Cheese

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  • Prep 25 min
  • Total 50 min
  • Servings 6
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Creamy and cheesy, this homemade mac and cheese recipe is just the ticket for traditional comfort food, but with lots of mix-in possibilities that help you put a flavor-forward twist on a classic recipe. Check out the Expert Tips section below for suggestions on adding bacon, caramelized onions, fire-roasted diced tomatoes and even lobster.
Updated Nov 30, 2023
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What Is Family-Favorite Macaroni and Cheese?

Our fresh family mac and cheese recipe is made only from your fresh ingredients! An easy scratch cheese sauce that’s tossed with cooked macaroni. It gets baked in the oven, to become a bubbly delicious casserole everyone will enjoy! Yum!

How Can I Serve Mac and Cheese Casserole?

This comforting family-size mac and cheese will become a meal that’s requested often when served with a crisp green salad. Add a little crunch from a crusty piece of garlic bread or breadstick.


  • 2 cups uncooked elbow macaroni (7 ounces)
  • 1/4 cup butter
  • 1/4 cup Gold Medal™ all-purpose flour
  • 1/2 teaspoon salt
  • 1/4 teaspoon pepper
  • 1/4 teaspoon ground mustard
  • 1/4 teaspoon Worcestershire sauce
  • 2 cups milk
  • 2 cups shredded or cubed Cheddar cheese (8 ounces)
Make With
Gold Medal Flour


  • 1
    Heat oven to 350°F. Cook and drain macaroni as directed on package.
  • 2
    While macaroni is cooking, melt butter in 3-quart saucepan over low heat. Stir in flour, salt, pepper, mustard and Worcestershire sauce. Cook over medium low heat, stirring constantly, until mixture is smooth and bubbly; remove from heat. Stir in milk. Heat to boiling, stirring constanly. Boil and stir 1 minute. Stir in cheese. Cook, stirring occasionally, until cheese is melted.
  • 3
    Gently stir macaroni into cheese sauce.
  • 4
    Pour into ungreased 2-quart casserole. Bake uncovered 20 to 25 minutes or until bubbly.

Tips from the Betty Crocker Kitchens

  • tip 1
    A splash of Worcestershire and dry mustard bring out the flavor of the cheese and add a depth of flavor that comes only with scratch mac and cheese.
  • tip 2
    Use a whisk while making the sauce for the macaroni, to keep it silky smooth. Be sure the macaroni is well drained so there won’t be any water left to thin the cheese sauce.
  • tip 3
    Cheddar cheese is harder to melt than softer cheeses. For best results, we prefer to use shredded cheese here. Be sure to keep stirring until the cheese is completely melted before transferring the mac and cheese to the casserole dish.
  • tip 4
    Swap the Cheese: Swap out some of the cheddar cheese for one of these any time you want to change up the mac and cheese flavor: shredded Asiago or Parmesan (up to 1 cup); crumbled blue or gorgonzola (up to 1/2 cup); other shredded cheeses such as white or smoked cheddar, Colby, edam, fontina, gouda (regular or smoked), gruyere, Havarti, Jarlsberg, Manchego, Monterey jack or pepper jack (swap up to all of the regular cheddar).
  • tip 5
    Caramelized Onion Mac and Cheese: Stir in 1 cup caramelized onions with the macaroni in Step 3. Caramelized Onions.
  • tip 6
    Fire-Roasted Tomato Mac and Cheese: Stir in 1/2 teaspoon smoked paprika with flour in Step 2. Add 1 can (14.5 oz) fire-roasted diced tomatoes, drained, with macaroni in Step 3.
  • tip 7
    Lobster Mac and Cheese: Add 1/8 teaspoon each ground red pepper (cayenne) and ground nutmeg with flour in Step 2. Substitute 3/4 cup each shredded fontina and Gruyere cheese for 1 1/2 cups of the Cheddar. Stir in 2 cups cooked lobster pieces or lump crabmeat with macaroni in Step 3.
  • tip 8
    Southwest Mac and Cheese: Omit ground mustard and Worcestershire sauce. Add 2 teaspoons ground ancho chile pepper or chili powder, 1/2 teaspoon ground cumin and 1/4 teaspoon garlic powder with flour in Step 2. Stir in 1 can (4 oz.) diced green chiles, 1/4 cup thinly sliced green onions, 1/4 cup diced bell pepper and 1/4 cup chopped fresh cilantro with macaroni in Step 3. Top with coarsely crushed corn chips before serving.

Frequently Asked Questions

Is it necessary to cook the macaroni first if the mac and cheese is baked?

Yes, cooking the macaroni first is necessary for this family mac and cheese in order for it to be tender in the casserole. You can cook the macaroni while making the cheese sauce, to cut down on prep time.

Why is my cheese sauce overly thick?

Using the right size pan is critical for the right thickness of the sauce in our family-size mac and cheese. If you use a larger pan, you can expect more evaporation to take place, and therefore, get a thicker sauce. Also be sure to only cook the mixture 1 minute, or it will continue to thicken.


400 Calories, 22 g Total Fat, 17 g Protein, 34 g Total Carbohydrate

Nutrition Facts

Serving Size: 1 Serving
Calories from Fat
Total Fat
22 g
Saturated Fat
11 g
45 mg
560 mg
200 mg
Total Carbohydrate
34 g
Dietary Fiber
1 g
17 g
% Daily Value*:
Vitamin A
1 1/2 Starch; 1 Milk; 1 High-Fat Meat; 2 Fat;
*Percent Daily Values are based on a 2,000 calorie diet.

More About This Recipe

  • Mac and cheese is a family favorite—and no wonder, with all that cheesy, comforting goodness! For tips on how to make the best mac and cheese and even more delicious recipes, look to our How to Make Mac and Cheese guide.
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