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Best Ever Mac & Cheese

To make this amazing mac, I make a sauce loaded with three different cheeses to toss with the noodles. When baked, it's gooey goodness with a crunchy topping that...don't get me started! —Beth Jacobson, Milwaukee, Wisconsin
  • Total Time
    Prep: 40 min. Bake: 10 min.
  • Makes
    12 servings


  • 1 package (16 ounces) uncooked elbow macaroni
  • 4 slices hearty white bread (4 ounces), torn into large pieces
  • 6 tablespoons butter, cubed and divided
  • 1/2 cup grated Parmesan cheese
  • 1 teaspoon salt, divided
  • 1 teaspoon pepper, divided
  • 1/4 cup finely chopped onion
  • 1 teaspoon ground mustard
  • 1/4 teaspoon cayenne pepper
  • 1/4 cup all-purpose flour
  • 3 cups whole milk
  • 2 cups half-and-half cream
  • 1 cup (4 ounces) cubed process cheese (Velveeta)
  • 1 block (8 ounces) sharp cheddar cheese, shredded
  • 1 block (8 ounces) Monterey Jack cheese, shredded
  • 1 teaspoon Worcestershire sauce


  • Preheat oven to 400°. In a stockpot or Dutch oven, cook pasta according to package directions for al dente; drain and return to pan. Pulse bread, 2 tablespoons butter, Parmesan, 1/2 teaspoon salt and 1/2 teaspoon pepper in a food processor until coarsely ground.
  • Meanwhile, in a large skillet over medium heat, melt remaining butter. Add onions and cook until tender, about 3 minutes. Add ground mustard and cayenne; stir until blended. Stir in flour until smooth, about 3 minutes. Slowly whisk in milk and cream; bring to a boil. Reduce heat to medium-low; simmer, stirring constantly, until thickened, about 5 minutes. Remove from heat; stir in Velveeta. Slowly add remaining cheeses a handful at a time, stirring until cheese is melted. Add Worcestershire and remaining salt and pepper. Pour over pasta; toss to coat.
  • Transfer to a greased 13x9-in baking dish. Sprinkle bread crumbs over top of casserole. Bake until topping is golden brown and sauce is bubbly, 10-12 minutes.

Twist up the Topping: Substitute any (or all) of the following for the bread crumb topping:
2 cups coarsely crushed pork rinds
2 cups coarsely crushed potato chips
2 cups coarsely crushed Ritz crackers
Nutrition Facts
1 cup: 762 calories, 43g fat (25g saturated fat), 134mg cholesterol, 1138mg sodium, 61g carbohydrate (10g sugars, 3g fiber), 32g protein.

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  • Laurel208
    Mar 23, 2020

    We normally avoid bovine dairy products, but I made this recipe tonight, 3/22/20. You know, sometimes you just gotta have that "comfort food" you know? I did substitute ghee for the butter. I used 8 oz sharp cheddar, 8 oz brie, and about 1/2 C of Parmesan cheese and about 5 oz goat Feta cheese. I didn't use the Worcestershire sauce (didn't mean to omit that, just forgot it). I used 3 cups whole milk, and 2 cups whole goat milk. Oh--and about 2 cups of bacon bits, also a treat since we don't eat red meat at all. I also used store-bought bread crumbs, but I added ghee and Parmesan to it. It turned out really well. I really liked it. Hubby liked it too, but wants a sharper flavor.

  • Stephanie
    Dec 16, 2019

    My family loves this Mac

  • mozarts mommy
    Jun 17, 2019

    The "best ever" label on this dish is misleading. It was "okay" at best. I won't be fixing it again. It was really bland and just didn't wow anyone.

  • Deby
    Apr 8, 2018

    I was excited to try "Best Ever Mac & Cheese" so much that I made it to take to an Easter Egg Picnic. I followed the directions and bought wonderful ingredients but I am sad to report that it was "Bland" A huge disappointment and embarrassment. Out of 21 people there was not one vote for "Best Ever" But 21 votes for "Bland". Not worth my time or the calories. I am sorry. PLEASE keep searching for "Best Ever"

  • NH-rescue
    Dec 31, 2016

    Everybody loved this recipe, which is definitely a step up from box mac & cheese!We omitted the bread crumb topping and substituted more cheddar plus other soft cheeses for the Velveeta. It will probably taste different every time we make it, but as long as we like the cheeses we use, it will taste good.

  • pajamaangel
    Dec 5, 2016

    I made this exactly as written except I omitted the topping. I didn't have any gluten free crackers on hand at the time. I liked how creamy the mac and cheese was, but I thought the onion was a little over-powering and we couldn't taste the cheese. It was a bit disappointing.

  • Michelle1187
    Dec 1, 2016

    I made this for the first time as a Thanksgiving side and everybody loved it! I'm typically not a big fan of mac & cheese but, for this I make an exception. I followed the recipe word for word except for ONE thing. Instead of using sharp cheddar I used New York Extra Sharp White Cheddar Cheese that I bought from my local Vons/Safeway/Pavilions. Everyone loved it, great and easy recipe. One last thing, don't forget the Worcestershire Sauce!

  • robbrd
    Oct 17, 2016

    I'm on the hunt for a mac n' cheese recipe that everyone in the house likes. I made this to accompany dinner tonight. Overall it was okay. It would have been better if I remembered to stir in the last ingredient (worcestershire sauce)! That would have enhanced the flavor as ours was definitely lacking something. We will have to try it again and see if it becomes a winner in our home, right now it is 2nd place.

  • sugarcrystal
    Sep 28, 2016

    I just received the latest issue of TOH, & this recipe caught my eye. I especially love the topping ideas-most in-particular the pork rinds! How fun! This will be on my Thanksgiving table this year.