This homemade Macaroni and Cheese Recipe is one I have been making for well over 30 years. This tried and true recipe is one for pure cheddar cheese lovers. It is creamy, delicious, and comforting. Baked in the oven with a topping of Italian bread crumbs, it is perfect as a side dish to your favorite main protein or it can stand on its own as a main dish.
A Childhood Favorite Recipe
I am betting that almost anyone you ask what their favorite childhood recipe would be, the answer would be homemade macaroni and cheese. Afterall, who can resist pasta and cheese baked up until bubbly and hot with a crispy and buttery topping?
I remember watching my Mom make homemade macaroni and cheese in the kitchen. She did it a bit different than I did by layering pasta, cheese, milk, and I think a sprinkling of flour with salt and pepper. While I still would eat it made her way, I love it with this creamy cheese sauce that is fixed on the stove top before mixing in with the pasta and baking it in the oven.

What You Need To Make Homemade Macaroni And Cheese
Elbow Macaroni is what I grew up with and what my Mom used. So, I like to go this route for nostalgia sake.
Cheddar Cheese is my favorite and what my Mom used also. No velveeta in this here mac and cheese dish!
All Purpose Flour
Butter
Milk
I like to use a wide, deep casserole dish. My favorite shape is oval, similar to this one.
Large Saucepan for boiling the macaroni and making the sauce. I make the sauce in the same pan I boil the macaroni in. I just leave the macaroni in the colander while making the sauce.
I like to use a whisk like this one to make a smooth creamy sauce. I will use it when whisking the flour into the butter mixture as well as the cheese.

Tips and Substitutions
- Make sure to cook the butter and flour mixture for the amount of time indicated. When doing so, it is cooking the rawness out of the flour, adding to the nuttiness of the butter as it browns.
- Use your favorite of any of these cheeses: cheddar, monterey jack, colby, pepper jack, american, and gouda.
- Use crushed saltine or buttery round crackers to top the macaroni and cheese instead of the Italian bread crumbs
- Stir in a cup of diced ham or try a cup of cooked shrimp or lobster!
- Use any type of milk you prefer. Skim, reduced-fat, whole or even your favorite nut milk.
More Comfort Food Casserole Recipes You May Like
Leftover Thanksgiving Turkey Casserole
📖 Recipe

Homemade Macaroni and Cheese
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Ingredients
- 2 cups uncooked macaroni cooked according to packaging
- ½ diced onion
- 2 tablespoons butter
- 2 tablespoons flour
- fresh ground pepper to taste
- 2 ½ cups skim milk
- 3 cups shredded sharp cheddar cheese
- ½ cup Italian bread crumbs
Instructions
- Preheat the oven to 350 degrees. Cook macaroni according to package directions, drain and set aside.
- Saute the onion in the butter for 3 minutes, or until onions are softened.
- Whisk in th flour and cook for 2 minutes or until the flour and butter mixture is bubbly and brown.
- Slowly whisk in the milk and continue to whisk until mixture begins to thicken. Add the cheese and stir until melted.
- Stir in the cooked macaroni and transfer to a baking dish. Sprinkle the bread crumbs evenly over top.
- Bake in the oven for 25 minutes or until bubbly and top begins to brown.
Notes
Tips and Substitutions
- Make sure to cook the butter and flour mixture for the amount of time indicated. When doing so, it is cooking the rawness out of the flour, adding to the nuttiness of the butter as it browns.
- Use your favorite of any of these cheeses: cheddar, monterey jack, colby, pepper jack, american, and gouda.
- Use crushed saltine or buttery round crackers to top the macaroni and cheese instead of the Italian bread crumbs
- Stir in a cup of diced ham or try a cup of cooked shrimp or lobster!
- Use any type of milk you prefer. Skim, reduced-fat, whole or even your favorite nut milk.
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