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Classic Macaroni & Cheese

Scott Phillips

Servings: 6-8

For many of us, this is the epitome of comfort food. Classic macaroni and cheese relies on a full-flavored Cheddar. You don’t have to buy expensive aged Cheddar, but do make sure the cheese is sharp. The dish will taste best if you assemble it ahead of baking time so the pasta can soak up the sauce, but sprinkle the crumb topping on just before baking. This recipe calls for a 9 x 13-inch baking dish, but it’s also nice to use individual ramekins.

If you’d like to take the classic and jazz it up some, use the Macaroni & Cheese Recipe Maker to create your own ultimate macaroni & cheese recipe with all your favorite ingredients.


For the casserole:

  • Kosher salt
  • 1 lb. elbow macaroni
  • 12 Tbs. unsalted butter
  • 6 Tbs. all-purpose flour
  • 1/2 medium onion, thinly
  • 1 bay leaf
  • 1 sprig fresh thyme
  • 9 black peppercorns
  • 4-1/2 cups milk
  • 1 tsp. freshly ground black pepper
  • Pinch nutmeg
  • 6 cups (1 lb.) finely shredded sharp Cheddar

For the topping:

  • 1-1/4 cups coarse breadcrumbs
  • 2 Tbs. unsalted butter, melted

Nutritional Information

  • Nutritional Sample Size based on eight servings
  • Calories (kcal) : 740
  • Fat Calories (kcal): 400
  • Fat (g): 45
  • Saturated Fat (g): 31
  • Polyunsaturated Fat (g): 2
  • Monounsaturated Fat (g): 12
  • Cholesterol (mg): 135
  • Sodium (mg): 1040
  • Carbohydrates (g): 58
  • Fiber (g): 3
  • Protein (g): 27


  • Heat the oven to 375°F and butter a 9×13-inch baking dish. Bring a large pot of salted water to a boil and add the elbows; cook until just tender following the package’s directions and drain well.
  • Melt the butter in a heavy, medium saucepan over medium heat. Add the flour, onion, bay leaf, thyme, and peppercorns; cook over medium-low heat for 2 to 3 min., stirring constantly. (This is a roux.) 
  • Slowly whisk the milk into the roux until thoroughly combined. Raise the heat to medium high; whisk constantly until the mixture boils. Simmer for 3 to 4 minutes, stirring constantly, until thickened. Lower the heat and continue simmering for about 10 minutes, stirring constantly. Strain the sauce into a large bowl, removing the onion, herbs, and peppercorns. Add 2 tsp. salt, the pepper, nutmeg, and shredded cheese, stirring until the cheese is just melted.
  • Toss the pasta with the cheese sauce and pour the mixture into the baking dish. Toss the breadcrumbs with the melted butter and spread them over the casserole. Bake until sizzling and lightly browned on top (cover with foil if the top browns too quickly), about 40 minutes.


Rate or Review

Reviews (14 reviews)

  • SoniaCosgrove | 01/29/2020

    So rich and creamy! The first time I made this I went with the suggestions left below about the amount of butter used...so I dropped it by half. This time around, I used the suggested amount in recipe and Oh Em Gee! Sooo much better! Seriously, go for it. So good. *Due to having super picky eaters in the house, I have been preparing this recipe without the bread crumb topping and it is still a hit.

  • RDU | 08/17/2018

    Terrific flavor! My family loved it!

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