It’s easy to make the best macaroni and cheese that you’ll enjoy eating all fall and winter long.

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This post is all about how to make the best macaroni and cheese.

Here is how to make delicious macaroni and cheese. If you believe that there’s no such thing as too much cheese—especially when it comes to making the ultimate comfort food, then you’ve landed at the right homemade macaroni and cheese recipe.

This is our favorite and best baked macaroni and cheese recipe ever—one that is sure to become a go to pasta recipe over the coming fall and winter months.

As we dive into cozy fall vibes, there’s no better way to embrace the season than by making homemade macaroni and cheese. This recipe uses easy, uses simple ingredients, and the results are totally worth it.

But this isn’t just any homemade macaroni and cheese recipe, however. It’s a creamy, cheesy delight that will have you dreaming of cozy nights spent inside this fall and winter, cradling a bowl of pure, cheesy, old fashioned macaroni and cheese comfort food.

Here you’ll learn how to make the best, most indulgent macaroni and cheese that’s perfect for those crisp autumn evenings. This recipe will guide you through creating a comfort food dish that’s rich, flavorful, and irresistibly creamy.

What is Creamy Macaroni and Cheese?

Creamy macaroni and cheese is the ultimate comfort food—think of perfectly cooked pasta smothered in a rich, velvety cheese sauce that clings to every bite. It’s everything you crave when you want something warm, cheesy, and satisfying.

The secret to making the best ever macaroni and cheese recipe is a smooth, homemade cheese sauce made from a blend of sharp cheddar, Gruyère, and a hint of Parmesan cheese, melted down into pure, gooey perfection.

You can use other types of cheese, too–like mozzarella and gouda. Just look for cheeses that melt well, and–when possible–grate or shred your cheese from scratch.

Macaroni and cheese is ideal for nights when all you want is something delicious to curl up with. It’s also perfect for fall potlucks, fall dinner parties, and game nights with family and friends.

There’s just something about the combination of creamy cheese and tender pasta that feels right when the weather cools down, and you’re looking for a little coziness in the form of a food bowl.

And making macaroni and cheese from scratch is so much easier than you might imagine. All you need is a handful of ingredients, a large pot, and a little bit of stirring and baking.

In about an hour, you’re rewarded with a dish that tastes way better than anything out of a box—and homemade macaroni and cheese is rich, creamy, and just the right amount of delicious.

Why You’ll Love This Creamy Macaroni and Cheese Recipe

Don’t be surprised if you fall head over heels for this macaroni and cheese recipe. Here are a few reasons why.

The mac & cheese is ultra creamy. The blend of sharp cheddar, Gruyère, and a hint of Parmesan creates a sauce that’s so smooth and velvety, it practically melts in your mouth.
It’s perfect fall comfort food. Eating macaroni and cheese is like wrapping yourself in a warm blanket on a chilly day—it’s rich, hearty, and incredibly satisfying.
It’s customizable. You can mix and match your favorite cheeses to create a flavor profile that’s uniquely yours. Add breadcrumbs and fresh parsley to elevate your mac and cheese from comfort food to gourmet delight. Other great toppings include crispy bacon crumbles, steamed broccoli or spinach, and sweet peas.
Macaroni and cheese is easy to make. Even if you’re new to cooking, this homemade macaroni and cheese recipe is straightforward and it gives you impressive results with minimal fuss.
It makes great leftovers. Macaroni and cheese is even better the next day, making it perfect for meal prep or a quick, comforting meal anytime. Simply reheat the macaroni and cheese with a small amount of milk or cream to add moisture.

Old Fashioned Macaroni and Cheese Ingredients

Here are all the ingredients that you need for this ultimate creamy mac and cheese recipe, with all the delicious details that make it a total game changer. These ingredients come together to create a mac and cheese that’s ultra creamy, insanely cheesy, and guaranteed to be your new comfort food favorite.

Elbow Macaroni (1 pound). Elbow macaroni pasta is the classic pasta shape for mac and cheese. It’s got those perfect little curves and hollows that grab onto every bit of creamy cheese sauce. You can also switch elbow macaroni up with pasta shells, cavatappi pasta, or any short pasta you love.
Butter (4 tablespoons). Use unsalted butter to make the roux—the golden, buttery base that makes your cheese sauce so silky and smooth.
All Purpose Flour (4 tablespoons). You’ll need four tablespoons of flour to whisk into the butter and create the roux, which helps to thicken the cheese sauce to perfection.
Whole Milk (3 cups) and Heavy Cream (1 cup). Use whole milk and heavy cream as a base for making the cheese sauce. The combination of milk and cream brings a rich, luscious texture that’s super important for getting the sauce extra creamy.
Dijon Mustard (1 teaspoon, optional). Dijon mustard adds depth and a bit of tang that makes the cheese flavor pop without being overpowering.
Garlic Powder and Onion Powder (½ teaspoon each). A half teaspoon each of garlic powder and onion powder gives the macaroni and cheese sauce an extra flavor boost. These spices give a subtle, savory note that rounds out the sauce and keeps you coming back for more.
Smoked Paprika (¼ teaspoon, optional). Smoked paprika gives the cheese sauce a hint of smokiness that adds warmth and complexity to the flavor—perfect for cozy fall vibes.
Salt and Pepper (½ teaspoon each). Use a half teaspoon of salt and a few cracks of black pepper to season everything up. Taste as you go to get it just right.
Sharp Cheddar Cheese (2 cups, shredded). Sharp cheddar cheese brings that iconic, tangy cheese flavor that everyone loves in mac and cheese. Cheddar also gives the sauce its signature yellow orange color.
Gruyère Cheese (1 cup, shredded). Add a cup of shredded Gruyère cheese for a nutty, creamy, slightly sweet twist. It melts like a dream and adds a grown up layer of flavor that really takes this dish to the next level. You can substitute Gruyère with other melty cheeses like fontina, gouda, or Monterey Jack to change the flavor profile a bit.
Parmesan Cheese (½ cup, grated). A half cup of grated Parmesan adds a salty, umami kick that balances out the creaminess of the cheddar and Gruyère. Plus, it gives a nice finish to the cheese sauce and the optional breadcrumb topping.
Panko Bread Crumbs (1 cup, optional). Add a cup of panko bread crumbs for a light, crispy topping if you decide to bake the macaroni and cheese. Panko bread crumbs tend to stay super crunchy, adding a great textural contrast to the creamy sauce.
Melted Butter (2 tablespoons). Mix melted butter with the panko breadcrumbs and Parmesan cheese to help the topping get a signature golden brown color and crunch.
Fresh Parsley (2 tablespoons, optional). Use a little fresh chopped parsley for garnish. It adds a pop of color and a fresh, herbaceous note that cuts through the richness.

Tips on How to Keep the Cheese Sauce Smooth and Creamy

One question that many people have when it comes to making homemade macaroni and cheese is how to keep the cheese sauce from separating and becoming grainy.

To keep your cheese sauce smooth and creamy, the key is to melt the cheese slowly and avoid overheating it. Using full fat ingredients—like whole milk, butter, and cream—to make homemade macaroni and cheese also helps. Also, use freshly grated cheese when possible.

Start by making a roux with butter and flour to thicken the cheese sauce, and then slowly whisk in warm milk and cream to help prevent lumps.

The milk and cream should be warm for best results when combining these with the roux to make a sauce. You can heat the milk and cream in the microwave at 10 second intervals to knock off the cold chill—about 20 to 30 seconds should do it. Whisk the mixture after each interval.

You can also heat the milk and cream in a saucepan over low heat for a few minutes to warm them up. Whisk the mixture occasionally to promote even heating.

When adding cheese to the sauce, use a mixture of cheeses that melt well, like cheddar and Gruyère, and ensure the heat is on low to avoid curdling. Stir continuously and add the cheese in small batches, allowing each addition to melt completely before adding more.

Also, avoid boiling the sauce once the cheese is added, since high temperatures can cause the cheese sauce to separate and become grainy. Cook the cheese sauce low and slow, stirring frequently to promote even cooking and to help keep the ingredients from sticking to the bottom of the pan.

With these tips, your macaroni and cheese should stay creamy and delicious almost every time.

What Else Can You Add to Macaroni and Cheese?

For a fun twist on classic macaroni and cheese, try adding some delicious variations to spice things up. Mix in some crispy bacon or pulled pork (or pulled chicken) for a hearty, savory kick, or toss in some sautéed mushrooms and spinach for a veggie boost.

You can also experiment with different cheeses like smoked Gouda for an extra layer of rich and tangy flavor, or add a dash of hot pepper sauce for a spicy twist.

For a crunchy contrast, top the creamy macaroni and cheese with fried onions or buttery crushed crackers before baking. Crushed potato chips can also be used as a topping for macaroni and cheese.

These variations will keep your macaroni and cheese game fresh and exciting, making it the ultimate customizable comfort food for fall and winter.

How to Make the Best Creamy Macaroni and Cheese

Let’s dive into making the ultimate cozy and creamy macaroni and cheese recipe that will have you living your best—and coziest–fall life when it comes to making comfort foods.

First things first, cook up your pasta in a big pot of salted water. Make sure the pasta is cooked perfectly al dente—about 7 to 9 minutes max, so that the pasta still has that little bit of bite when you mix it with the sauce. Drain the pasta, and set it aside.

Next, grab a large saucepan and melt some butter over medium heat. Once the butter is melted, sprinkle in the flour and whisk for a couple of minutes until the butter and flour are golden and bubbly. This roux will help to thicken the cheese sauce.

Once the roux is made, slowly pour in some warm milk and cream, whisking constantly to keep things smooth. Cook the sauce for 5 to 7 minutes until it thickens up nicely.

Season the sauce with Dijon mustard, garlic powder, onion powder, smoked paprika, salt, and pepper to give it some depth and a little bit of zing.

Then lower the heat, and start adding your cheese—shredded cheddar, Gruyère, and Parmesan. Add each cheese a little bit at a time, stirring until the cheese melts into the most luscious sauce you’ve ever seen.

Once the cheese sauce is ready, toss in the cooked pasta and fold it gently into the sauce, making sure every piece is covered in creamy, cheesy goodness. Add the pasta in batches, stirring gently after each addition. (Using a spatula to fold the pasta into the cheese sauce may help to prevent it from breaking).

At this point, you can serve the macaroni and cheese as is, or bake it in the oven for a bit, with a crispy bread crumb topping to add crunch and flavor.

For a crispy topping: preheat the oven to 350°F. Transfer the macaroni and cheese to a greased baking dish and top it with a mix of panko bread crumbs, melted butter, and grated Parmesan cheese.

Bake the macaroni and cheese for 20 to 25 minutes until it’s golden and crispy, and then, if you’re feeling a little extra—broil the casserole for an extra minute or two to add next level crunch to the topping. Be sure to keep an eye on the bread crumbs and cheese, so that they don’t burn.

Remove the baked macaroni and cheese from the oven. Let it sit for a few minutes to settle, and then dive in! This macaroni and cheese will become your go to meal for every chilly fall night, game night, holiday meal, or potluck party when you need something comforting and oh so cheesy.

Tips for Making the Best Creamy Macaroni and Cheese

To make the best creamy homemade macaroni and cheese, start by using a mix of cheeses like sharp cheddar, Gruyère, and a little Parmesan for flavor and meltability.

Also, shred your own cheese—pre shredded cheese has anti caking agents that can mess with the sauce’s smoothness. Make sure to warm the milk and cream before adding it to your roux, and stir constantly to keep the sauce creamy and smooth.

Cook the pasta just to the al dente stage, so that it doesn’t get mushy when you mix it with the cheese sauce.

And finally, season the dish as you go! A little Dijon mustard, garlic powder, onion powder, and smoked paprika can elevate your mac and cheese from basic to incredible in a few simple steps.

What Goes Well with Creamy Macaroni and Cheese?

Serving mac and cheese is where you can really get creative and elevate the dish to new levels of comfort. For the ultimate cozy experience, serve old fashioned macaroni with a crispy, golden topping of bread crumbs, grated Parmesan cheese, and your favorite sides.

Add a side of garlic bread or a simple green salad to a macaroni and cheese dinner to balance out the richness.

If you’re feeling adventurous, then use homemade macaroni and cheese as a base for other toppings like crispy bacon bits, cooked shredded chicken, caramelized onions, steamed vegetables, or even a drizzle of hot sauce for a spicy kick.

And for those days when you need to impress, bake the macaroni and cheese with a crumb topping and bring it to the table with a sprinkle of fresh herbs and a side of seasonal veggies.

Whether you’re serving macaroni and cheese as a side dish or making it the star of a cozy fall dinner, these ideas can help to ensure that your macaroni and cheese is always a hit with family and friends.

How to Store Leftover Macaroni and Cheese

Storing leftover macaroni and cheese is super easy and a game changer for future cozy meals. Just let the macaroni and cheese cool to room temperature, then transfer it to an airtight food storage container, and place it into the refrigerator.

The casserole should keep well for up to 3 days when stored properly in the refrigerator. For the best reheating results, transfer the leftover macaroni and cheese to a room temperature baking dish. Bake the macaroni and cheese in the oven at 350°F for about 20 minutes or until it’s heated through, and sprinkle a little extra cheese on top before serving it.

You can also freeze macaroni and cheese if you want to keep it longer—just scoop the macaroni and cheese into freezer safe food containers, seal the containers, and store them in the freezer.

The macaroni and cheese should last for up to 2 months when frozen. When you’re ready to enjoy it again, thaw it in the fridge overnight and reheat as usual.

Creamy Macaroni and Cheese Recipe

Making the best macaroni and cheese with a smooth and creamy cheese sauce is all about getting the right balance of flavors and textures. Here’s a recipe that focuses on creating a velvety cheese sauce that clings to every piece of pasta, with a rich and cheesy taste.

Old Fashioned Macaroni and Cheese

Here is how to make a creamy baked macaroni and cheese recipe that is perfect comfort food for fall or anytime of the year.

Course Main Course, Side Dish

Cuisine American

Keyword fall recipes, holiday recipes, pasta recipes

Prep Time 15

Cook Time 40

Total Time 55

Servings 6

Author Sweet Bacon & Pecans

Ingredients

For the Pasta:

1 lb elbow macaroni or pasta of your choice
1 teaspoon salt

For the Cheese Sauce:

4 tablespoons unsalted butter
4 tablespoons all purpose flour
3 cups whole milk warmed
1 cup heavy cream warmed
1 teaspoon Dijon mustard optional
½ teaspoon garlic powder
½ teaspoon onion powder
¼ teaspoon smoked paprika optional
½ teaspoon salt or to taste
½ teaspoon freshly ground black pepper
2 cups shredded sharp cheddar cheese
1 cup shredded Gruyère cheese
½ cup grated Parmesan cheese

Bread Crumb Topping:

1 cup panko breadcrumbs
2 tablespoons melted butter
1/4 cup grated Parmesan cheese
Fresh chopped parsley for garnish

Instructions

To make the macaroni and cheese:
Bring a large pot of salted water (use ½ teaspoon of salt to salt the water) to a boil. Carefully add the pasta and cook until al dente, following the package instructions—usually around 7 to 8 minutes. Drain the pasta and set it aside.
Melt the butter in a large saucepan over medium heat. Once the butter is melted, add the flour and whisk continuously for about 2 minutes until the mixture becomes bubbly and golden. This is the roux, which will thicken the sauce.
Slowly add the warm milk and cream to the roux, whisking constantly to prevent any lumps from forming. Continue to cook over medium heat, stirring frequently, until the sauce thickens and coats the back of a spoon, about 5 to 7 minutes.
Add the Dijon mustard (optional), garlic powder, onion powder, smoked paprika, salt, and pepper to the saucepan. Stir to combine the ingredients.
Reduce the heat to low and slowly add the shredded cheddar, Gruyère, and Parmesan cheese in small batches, stirring continuously until the cheese melts and the sauce is smooth. Make sure the heat is low to prevent the cheese from becoming grainy.
Add the cooked, drained pasta to the cheese sauce. Use a spatula to fold the pasta into the cheese sauce, ensuring every piece of pasta is coated with the sauce.
To make a bread crumb topping:
Preheat your oven to 350°F. Transfer the pasta and cheese mixture to a greased baking dish.
In a small bowl, mix the panko breadcrumbs, melted butter, and Parmesan cheese. Sprinkle the mixture evenly over the top of the macaroni and cheese.
Bake for 20 to 25 minutes, or until the topping is golden brown and crispy. If you prefer it even crispier, broil the macaroni and cheese for an additional 1 to 2 minutes.
Remove the macaroni and cheese from the oven. Let it rest for 5 to 10 minutes before serving. Garnish with fresh parsley, if desired.

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This post was all about how to make the best macaroni and cheese.

Credits

Featured photos by LauriPatterson via Canva.com
Photos and images are for illustration purposes only.

Image shows bratwurst sausage with sauerkraut and mustard, served on a bun.

Image shows a bowl of thick and creamy tomato soup, sprinkled with chopped fresh herbs.

How to Make Old Fashioned Macaroni and Cheese