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Mom's Macaroni and Cheese Recipe

Mom's Macaroni and Cheese Recipe

The wonderful homemade goodness of this creamy macaroni and cheese makes it a staple side dish in my mother's kitchen and in mine as well. It has tender noodles and a crowd-pleasing golden crumb topping. -Maria Costello, Monroe, North Carolina
TOTAL TIME: Prep: 30 min. Bake: 30 min. YIELD:6 servings


  • 1-1/2 cups uncooked elbow macaroni
  • 5 tablespoons butter, divided
  • 3 tablespoons all-purpose flour
  • 1/2 teaspoon salt
  • 1/4 teaspoon pepper
  • 1-1/2 cups milk
  • 1 cup (4 ounces) shredded cheddar cheese
  • 2 ounces process cheese (Velveeta), cubed
  • 2 tablespoons dry bread crumbs


  • 1. Cook macaroni according to package directions. Meanwhile, in a saucepan, melt 4 tablespoons butter over medium heat. Stir in flour, salt and pepper until smooth. Gradually add milk. Bring to a boil; cook and stir for 2 minutes or until thickened. Reduce heat. Add the cheeses, stirring until cheese is melted. Drain macaroni.
  • 2. Transfer macaroni to a greased 1-1/2-qt. baking dish. Pour cheese sauce over macaroni; mix well. Melt the remaining butter; add the bread crumbs. Sprinkle over top. Bake, uncovered, at 375° for 30 minutes or until heated through and topping is golden brown. Yield: 6 servings.

Nutritional Facts

1 each: 309 calories, 20g fat (13g saturated fat), 60mg cholesterol, 569mg sodium, 22g carbohydrate (4g sugars, 1g fiber), 11g protein

Reviews for Mom's Macaroni and Cheese

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Reviewed Nov. 15, 2015

"My family and I love this recipe, however I tweaked it a bit. I use 4 oz of vellveeta and I use Ritz crackers instead of bread crumbs. I also brush the butter on top of the crackers! It is absolutely delicious and super cheesy!"

Reviewed Nov. 10, 2015

"Very creamy mac and cheese. Just like mom used to make!"

Reviewed Oct. 21, 2015

"So cheesy and delicious! Love the bread crumbs on top too. A very nice touch. I made this for a middle school thanksgiving lunch side dish, and there was not one single bite left. My family requests it often."

Reviewed Jul. 19, 2015

"For some reason I have a hard time with macaroni and cheese, the flavor and consistency is never what I want until I made this recipe. It comes out great every time and the flavor and the thick creamy texture and just what I've been looking for. I go a little heavier on the cheddar cheese."

Reviewed Jun. 27, 2015

"Easy to make and really good!"

Reviewed May. 3, 2015

"Delicious! Make it!"

Reviewed Apr. 11, 2015

"This is the only homemade macaroni and cheese recipe I've tried and it is a winner! I leave out the bread crumbs and it is still delicious! I've made it for gatherings and they gobbled it up."

Reviewed Dec. 27, 2014

"Delicious and easy to make. I forgot to add the bread crumbs, but my family didn't realize it and I didn't tell them:)"

Reviewed Oct. 26, 2014

"I upped the Velveeta to 4 oz and the cheddar cheese to over a cup. I also added 1 tsp sugar and 1/4 tsp mustard powder and increased the bread crumbs because I love mac & cheese with a lot of toasted bread crumbs. It turned out sooooo yummy. The whole family loved it! I will make again (so I can use up more of the Velveeta I bought for some odd reason)."

Reviewed Oct. 14, 2014

"what I liked about it was the ease of making it. and it was a hit with my husband."

Reviewed Sep. 7, 2014

"This has been one of my favorite mac and cheese recipes, and there are times I just crave it! The one thing my family likes is to brown a pound of sausage and add to this before baking. A great side dish is some applesauce. :-)"

Reviewed Aug. 18, 2014

"Excellent easy to make. Husband likes it! I used whole wheat pasta instead."

Reviewed Aug. 4, 2014

"Terrific! Classic comfort food. Not pretentious. At least double the amount of buttered bread crumbs (1 leftover hot dog bun pulsed in the food processor does the trick) and choose a deep cooking vessel for all the cheesy, noodly goodness. I use a small enameled dutch oven (double purposed for the cooking of the cheese sauce). When used as a main dish with sausage or meatballs on the side, 1 batch serves my growing family of 4 and leaves a bit leftover for lunch."

Reviewed Jun. 22, 2014

"I really liked this recipe. I've been looking for a good one also, and this one fits the bill."

Reviewed Apr. 5, 2014

"I've been looking for a good mac n cheese recipe for a long time. I'm so glad to have found this one. It's a keeper! I sprinkled more cheese on the top (can one have too much cheese?) and used Panko crumbs. I could eat this once a week!!"

Reviewed Jan. 1, 2014

"We LOVE this and generally cut it in half which is more than enough for three people. I cook the sauce in the microwave rather than on the stove top."

Reviewed Dec. 29, 2013

"Great recipe, I add dry mustard to it for a little extra flavor"

Reviewed Oct. 16, 2013

"Family favorite!"

Reviewed Sep. 23, 2013

"This is a great recipe and my family enjoyed it! I did make a small change based on others ' comments. I added 1 tablespoon sugar and 1 extra cup of cheddar cheese. (I used a mixture of shredded Wisconsin cheddar cheese sold in my local grocery store.)"

Reviewed Jul. 24, 2013

"This is my "go to" mac 'n cheese recipe. The only changes I make are- in place of the Velveeta, I use regular american cheese (about 4-5 slices) and I also double the topping. Very creamy and tasty!"

Reviewed Jul. 3, 2013

"This was a very quick & easy way to make homemade mac n cheese. My boys don't normally like homemade mac n cheese but couldn't get enough of this one. The sauce stayed creamy which a lot of times they don't. Have added it to my recipe collection!"

Reviewed May. 25, 2013

"This is the best Mac and Cheese recipe I have ever ate. I used Italian bread crumbs and added cubes of skinless boneless chicken that I had boiled in Chicken broth. YUM! YUM!"

Reviewed Apr. 6, 2013

"Best Mac n Cheese I've ever made! I used 8oz of Velveeta instead of 2oz, Panko bread crumbs and half of box of spiral pasta(left over in the pantry). Baked in an 8x8 square dish and it turned out great!"

Reviewed Sep. 4, 2012

"Changed it a bit only because i wanted tuna casserole so I added 2 cans of tuna, delicous!"

Reviewed May. 3, 2012

"Perfect and simple!"

Reviewed Apr. 26, 2012

"This is my go-to mac & cheese recipe, I add a chicken bouillon cube to the white sauce for an added flavor boost! If you like Boston Market mac & cheese - try this one, you won't be sorry!!!"

Reviewed Apr. 25, 2012

"So creamy and delicious! Pretty easy to put together, too."

Reviewed Apr. 6, 2012

"Very good! I like to add a little chopped ham in it."

Reviewed Feb. 4, 2012

"This recipe was fantastic!! Easy to make and SO yummy. My husband LOVED it. I added a little more cheese than the recipe called for (I added 1/4 cup more shredded cheese and a little bit extra Velveeta) which made it even cheesier/creamier which we loved. Also, the recipe said it serves 6--I think thats a little high. I would say it serves 3. Overall its an excellent recipe and I can't wait to make/eat it again!!"

Reviewed Jan. 9, 2012

"Everyone's always asking for this recipe. I add 1 Tbsp. sugar to the flour, and it made the sauce even better!"

Reviewed Oct. 9, 2011

"I have been making this recipe for a couple of years. It's definitely a family favorite. I use sharp cheddar and increase it slightly. This is the best home made macaroni and cheese recipe ever!"

Reviewed Sep. 8, 2011

"Made this for the family - and it got good reviews. Making the sauce with butter, flour & milk gave the dish a much creamier texture, which we liked. I felt it would have been perfect with a bit more cheese, which I will add next time."

Reviewed Mar. 19, 2011

"Best homemade macaroni & cheese recipe I've found!"

Reviewed Dec. 22, 2010

"I've been making baked macaroni and cheese since i was twelve years old. This is my new favorite recipe! Its so creamy and the crumb topping is scrumptious! My kids can't get enough of it and neither can i."

Reviewed Oct. 3, 2010

"Very bland even with the extra cheese I put in. Definitely needs something else, just can't figure out what that would be."

Reviewed Jun. 19, 2010

"Very good and a big hit at the family gatherings!"

Reviewed Jun. 17, 2010

"I am a Vermont farmer's daughter, so I use Cabot Seriously Sharp Cheddar cheese every time I make this recipe. But I am also me, and I forget to buy the Velveeta every single time I go to make this. I rate it 5 stars even though I'm not using it. Crushed croutons(any flavor) also taste good instead of bread crumbs too."

Reviewed Jun. 7, 2010

"Really good. but I did modity it a bit. I doubled the salt and pepper and added 3 cups of good quality extra sharp cheddar cheese. Before I put it in the oven I topped it with 1/4 cup italian bread crumbs and then 1 cup of French's French Fried Onions (in the can). Over this I poured 1/4 cup melted butter. My family thought they had died and gone to heaven. Delicious!!!"

Reviewed Mar. 29, 2010

"I made this recipe tonight for supper. It was a success, the only complaint was for more cheese. I doubled the recipe, so maybe I didn't add enough cheese. I'm planning to make it again as a side dish for our Easter meal, but with more cheese!"

Reviewed Dec. 17, 2009

"I really liked this recipe even though I thought it was going to be more of a cheesy texture rather than a "casserole" type dish. I may add more cheese and use less flour to get the cheesy mac n' cheese I was looking for. Otherwise it was DELICOIUS!!"

Reviewed Nov. 11, 2009

"I've been making this recipe since 1999, when I first got it. It's by far my kids' favorite. The only thing I do different is leave of the bread crumbs (I would like them, but son does not), and I use twice the amount of shredded cheddar. Also, to mix it up you can use different cheeses. Yum!"

Reviewed Nov. 4, 2009

"I make this frequently and it never fails. We like our macaroni saucy so I use 2 cups of milk and it turns our great! It also reheats really well."

Reviewed Jul. 8, 2009

"Sorry, but I did not care for this recipe. I found it bland, even after I added extra cheese and it was not very creamy. I won't be making this again."

Reviewed Mar. 31, 2009

"easy and delicious

will deffentialy make this again"

Reviewed Aug. 31, 2008

"This mac and cheese is always a winner! Very easy to make and flavorful. I always turn to this recipe after trying others and have been making it for a few years. Try it, you will like it."

Reviewed Jul. 4, 2008

"We enjoy this creamy mac and cheese. To add a little crunch to it, I add

1/2 cup of onion to the sauce."

Reviewed Apr. 27, 2008

"I brought a double batch of this to a church potluck - & everyone is asking for the recipe!"

Reviewed Apr. 22, 2008

"This is very good, but I thought too much flour, made it pasty. 2nd time I made it I used 2 tbsp flour instead and it was better. My kids love it right off the stove without baking!"

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Wine Pairings

Full-Bodied White Wine

Enjoy this recipe with a full-bodied white wine such as Chardonnay or Viognier.