Creamy Mac and Cheese Recipe From Scratch

Luscious homemade mac and cheese with a velvety sauce will transform your comfort food game, but the secret ingredient...

Why You’ll Love this Creamy Mac and Cheese

This creamy mac and cheese recipe is a total game-changer for your comfort food arsenal.

I’m talking about rich, velvety cheese sauce coating every shell, creating that perfect bite you crave when nothing else will do.

What makes it special? The combination of sharp cheddar, perfectly cooked pasta, and that hint of mustard and Worcestershire that elevates it beyond basic.

I love how versatile it is, too.

Need a quick weeknight dinner? Done.

Bringing a dish to impress at a potluck? This will have everyone asking for your secret.

The crispy breadcrumb topping adds that textural contrast that takes it from good to absolutely irresistible.

What Ingredients are in Creamy Mac and Cheese?

For this creamy mac and cheese, we’re using classic ingredients that create that perfect balance of rich, cheesy goodness with a crispy topping.

The key to achieving that velvety texture lies in making a proper roux-based cheese sauce, which might sound fancy but is actually quite simple. And honestly, once you’ve made mac and cheese from scratch, those boxed versions just won’t compare—not that I’m judging anyone’s boxed mac habits.

  • 1 lb uncooked pasta shells (or any pasta shape you prefer)
  • 1/2 cup butter
  • 1/2 cup all-purpose flour
  • 1 teaspoon salt
  • 1/2 teaspoon pepper
  • 1/2 teaspoon ground mustard
  • 1 tablespoon Worcestershire sauce
  • 1 pinch ground cayenne pepper
  • 4 cups whole milk or half-and-half
  • 1 lb shredded sharp cheddar cheese
  • 1/2 cup Italian style breadcrumbs
  • 2 tablespoons melted butter (for topping)

When shopping for these ingredients, quality matters, especially with the cheese.

Using a sharp cheddar gives you that pronounced flavor that makes this dish sing, but feel free to mix in other cheeses like Gruyère or Monterey Jack for complexity.

The ground mustard and Worcestershire sauce might seem unusual, but trust me, they’re secret weapons that enhance the cheese flavor without making themselves too known.

And while whole milk creates a richer sauce, you can substitute 2% if that’s what’s in your fridge—the sauce just won’t be quite as decadent.

How to Make this Creamy Mac and Cheese

creamy cheesy pasta perfection

Start by preheating your oven to 350°F and cooking 1 lb of pasta shells according to the package directions. While the pasta bubbles away, it’s time to create that magical cheese sauce that makes this dish so irresistible.

In a medium saucepan, melt 1/2 cup of butter over low heat. Once melted, sprinkle in 1/2 cup of all-purpose flour and add 1 teaspoon salt, 1/2 teaspoon pepper, 1/2 teaspoon ground mustard, 1 tablespoon Worcestershire sauce, and a pinch of cayenne pepper. This mixture—called a roux—is the secret to a silky smooth sauce, so keep stirring constantly until it becomes smooth and slightly bubbly, about 2-3 minutes.

Now comes the transformation. Remove the pan from heat momentarily and slowly pour in 4 cups of whole milk or half-and-half, whisking continuously to prevent lumps. Return to medium heat and bring to a gentle boil, still stirring constantly. Let it boil for about a minute until the mixture thickens noticeably—it should coat the back of a spoon.

Then comes the best part: add 1 lb of shredded sharp cheddar cheese, stirring until completely melted and velvety. The sauce should be glossy and rich, practically begging to coat each piece of pasta. Drain your cooked pasta well, then gently fold it into the cheese sauce until every noodle is gloriously coated.

Pour this cheesy masterpiece into an ungreased 4-quart casserole dish, spreading it evenly. For that classic crispy topping, mix 1/2 cup Italian breadcrumbs with 2 tablespoons of melted butter and sprinkle this over the top. Bake for about 25-30 minutes until the edges are bubbling and the top is golden brown and crunchy.

The contrast between the creamy interior and crispy top is what makes this mac and cheese truly special. When you pull it from the oven, let it rest for about 5 minutes before serving—this helps the sauce set slightly and prevents tongue-burning, which nobody wants when diving into comfort food.

The finished dish should have distinct layers: a crunchy breadcrumb ceiling, a tender middle where the pasta still has some bite, and a luscious sauce that’s thick but still flows a bit when served. And can we talk about that first scoop? When you break through the breadcrumb topping and reveal that molten, cheesy interior—that’s the kitchen equivalent of striking gold.

Creamy Mac and Cheese Substitutions and Variations

While the classic mac and cheese recipe will always have my heart, there’s something exciting about tweaking this comfort food staple to match your mood or pantry inventory.

Try swapping cheddar with gruyère for nuttiness, or mix in gouda for smokiness. Feeling adventurous? Add crispy bacon, caramelized onions, or roasted broccoli.

Can’t do dairy? Nutritional yeast and cashew cream make surprisingly creamy alternatives. For a protein boost, fold in shredded chicken or crab meat.

Gluten-free? Simply substitute rice or chickpea pasta.

The breadcrumb topping is customizable too—panko creates extra crunch, while crushed potato chips add unexpected flavor.

Trust me, it’s hard to go wrong.

What to Serve with Creamy Mac and Cheese

Choosing the perfect side dishes for creamy mac and cheese can transform this beloved comfort food from a simple weeknight dinner into a complete, satisfying meal.

I always reach for something green to balance all that creamy richness—roasted broccoli or a crisp Caesar salad works wonders.

For heartier appetites, I recommend serving garlic bread or buttery cornbread on the side. They’re perfect for sopping up that extra cheese sauce, trust me.

Want to elevate things? A glass of white wine pairs beautifully with the sharp cheddar notes.

And for the kids? Some apple slices provide that sweet-tangy contrast that cuts through the richness.

Final Thoughts

After mastering this recipe, I’m convinced that homemade mac and cheese deserves a permanent spot in your cooking rotation.

There’s something magical about that first bite of creamy, cheesy goodness that simply can’t be replicated from a box.

The beauty of this recipe lies in its versatility.

Don’t have cheddar? Swap in gruyère or gouda.

Want it spicier? Add more cayenne or fold in some jalapeños.