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Rich 'n' Cheesy Macaroni Recipe

Rich 'n' Cheesy Macaroni Recipe

This delicious dish puts a new twist on traditional macaroni and cheese. The three different cheese flavors blend wonderfully. Plus, it's easy to prepare—I plan to make it often when husband Ken and I start traveling.
TOTAL TIME: Prep: 30 min. Bake: 30 min. YIELD:6-8 servings


  • 2-1/2 cups uncooked elbow macaroni
  • 6 tablespoons butter, divided
  • 1/4 cup all-purpose flour
  • 1 teaspoon salt
  • 1 teaspoon sugar
  • 2 cups milk
  • 8 ounces process cheese (Velveeta), cubed
  • 1-1/3 cups 4% cottage cheese
  • 2/3 cup sour cream
  • 2 cups (8 ounces) shredded sharp cheddar cheese
  • 1-1/2 cups soft bread crumbs


  • 1. Cook macaroni according to package directions; drain. Place in a greased 2-1/2-qt. baking dish. In a saucepan, melt 4 tablespoons butter. Stir in the flour, salt and sugar until smooth. Gradually stir in milk. Bring to a boil; cook and stir for 2 minutes or until thickened.
  • 2. Reduce heat; stir in American cheese until melted. Stir in cottage cheese and sour cream. Pour over macaroni. Sprinkle with cheddar cheese. Melt remaining butter and toss with bread crumbs; sprinkle over top.
  • 3. Bake, uncovered, at 350° for 30 minutes or until golden brown. Yield: 6-8 servings.

Nutritional Facts

1 cup: 508 calories, 31g fat (20g saturated fat), 101mg cholesterol, 1109mg sodium, 33g carbohydrate (9g sugars, 1g fiber), 23g protein.

Reviews for Rich 'n' Cheesy Macaroni

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katlaydee3 User ID: 3741999 268686
Reviewed Jun. 29, 2017

"Delicious! I loved this recipe! I made one change which was to use ricotta instead of cottage cheese."

2124arizona User ID: 845443 265727
Reviewed May. 8, 2017

"This is an unbelievable and cheese recipe!!"

Teresalovescooking User ID: 7862924 34362
Reviewed Jun. 24, 2014

"Whenever I make this recipe and take it somewhere people rave about it. They will ask for the recipe, which can happen a lot, people say it...but don't necessarily remember. With this recipe they follow up with me and beg for it. I have heard from many that this is the best mac n cheese they have ever had. I is awesome!"

trophywife. User ID: 2596725 204040
Reviewed Jan. 21, 2014

"This mac & cheese is the best. If you're worried about the cottage cheese or sour cream in it because you don't like them, don't worry. You can't tell either one of them is there. I do put them both into my food processor together to make them very smooth before adding to the saucepan. It takes away any cottage cheese texture at all.

I call this my 'super secret mac & cheese recipe' because my husband would not eat it if he knew cottage cheese was in it. I've never told him (and don't plan on ever telling him) and he raves about how good it is every time I make it. The only thing I do differently is instead of sprinkling the cheddar cheese on top I mix it into the dish. I also add some mozzarella. You can't have too much cheese! Try this one, it's the best!"

value User ID: 4053773 85533
Reviewed Dec. 25, 2013

"absolutely superbly delicious"

schmutzie User ID: 1736643 77503
Reviewed Mar. 12, 2013

"I haven't made it yet but I would like to. The only thing is is I despise cottage cheese.

Can you substitute Ricotta cheese instead of cottage cheese in this recipe?"

dicentra01 User ID: 5468213 83874
Reviewed Nov. 12, 2012

"I have made this so many times... It is fantastic!! I don't use the bread crumbs and add a small diced onion. Wow just amazing!! So happy you shared it:)"

stephjooones User ID: 6146558 35064
Reviewed Sep. 13, 2012

"Very good!"

deannasnz User ID: 6542477 30252
Reviewed May. 30, 2012

"I've made this many times and will continue to make it forever. It is incredibly good. Thank you for sharing this recipe with the world!"

Nifftiffniffer User ID: 5844052 34361
Reviewed May. 23, 2012

"I do think this is the best mac & cheese I've eaten. I don't put the breadcrumbs on either. However, I do find I have too much sauce for the macaroni. Next time I will make more macaroni for it. I use a 9x13 since I don't have a 2.5 qt. I also use cut up deli American cheese as per the version I saw in the magazine. Might be a bit cheaper than velvetta and super tasty!"

iptdnoonan User ID: 5790150 83789
Reviewed Apr. 5, 2012

"My, oh my!!! This macaroni & cheese is incredibly yummy and so easy to make. I usually use a whole pound of elbows though. Beware...this stuff's addictive!"

keagmom User ID: 3367503 111019
Reviewed Mar. 29, 2012

"This is our absolute favorite macaroni and cheese recipe! Everyone who tries it just raves!"

lostiniowa68 User ID: 4313371 83873
Reviewed Feb. 7, 2012

"Oh. My. Goodness. This is Sooo good! I've been looking for a good mac & cheese recipe and I FOUND IT! Yum! I mixed everything together before I put the cheddar cheese on I said - YUM!!!"

kristine g User ID: 5317909 70929
Reviewed Jan. 5, 2012

"While not low fat - wonderful - just like mom used to make. Loved it!! I think after making this, my son will never let me make a box of mac and cheese again, though."

meyekidsrgr8 User ID: 5928365 28292
Reviewed Jan. 4, 2012

"This was the BEST macaroni and cheese I've ever made!!!"

GATechMom2 User ID: 348066 204039
Reviewed Jan. 2, 2012

"This is the best homemade mac and cheese I have ever made. My children won't eat any other type now."

pamelah55 User ID: 1541716 83872
Reviewed Jan. 2, 2012

"I have made this recipe 3 or 4 times. I use a little less cottage cheese than what the recipe calls for and I mix most of the cheddar in with the velveeta. My family loves it."

dschultz01 User ID: 1076910 85531
Reviewed Dec. 18, 2011

"I make this recipe all the time, and each time I have several people who ask for the recipe. I use Panko bread crumbs for the topping, and I also mix in about half of the cheddar cheese, because it seems like too much to put on the top."

theresahill User ID: 6140480 111016
Reviewed Oct. 13, 2011

"Great recipe. My children loved it. This one is a keeper!"

maparcells User ID: 5424541 49514
Reviewed Apr. 11, 2011

"Even the kids wouldn't eat it! This recipe was too creamy with not enough noodles. In the end it was like one big pan of cheese soup. The cheese sauce was way to creamy IMO. It lacked a "cheese" flavor as well."

nikschwid User ID: 5576252 34360
Reviewed Mar. 13, 2011

"Everyone in my family loved it! I used reduced fat sour cream and 1% cottage cheese and still very creamy and absolutely delicious!"

yourhandinmine247 User ID: 5803738 30251
Reviewed Feb. 3, 2011

"This recipe sounds promising, but I want to cut down the sodium if I can. Any suggestions?"

Gmblegrl User ID: 5568149 90645
Reviewed Jan. 21, 2011

"I made this last night for dinner with meatloaf. It was so easy and it was absolutely delicious. I left it in the oven a little longer than the 30 minutes as stated in the recipie and it was bubbly and the breadcrumbs were just a little cripsy. Everyone loved it!"

Hannah0418 User ID: 1795891 83788
Reviewed Jan. 9, 2011

"my sister made this dish for Christmas dinner. AMAZING!!! best mac n cheese i've ever tasted. don't change a thing - perfect the way it is."

ahensnest User ID: 5009477 49512
Reviewed Jan. 5, 2011

"This was delicious! I was out of cottage cheese so I had to omit it but it still turned out great! I used pumpernickle/rye marble bread for the crumbs and a blend of sharp cheddar and colby for the shredded cheddar. Rich, creamy and comforting. Will definitely try it again."

Lina51 User ID: 3369822 29671
Reviewed Dec. 30, 2010

"I lost my recipe for macaroni & cheese a while back. Been looking for a new one. This isn't the same, but it is very good."

loiseau User ID: 759986 49511
Reviewed Dec. 29, 2010

"This is a favorite everywhere I take it!! My son LOVES it!! It is so Yummy!!"

PuppydogJammies User ID: 3665359 70928
Reviewed Nov. 29, 2010

"YUM!! Very good! Whole family enjoyed it...even my grandmother had a second helping! I halved the recipe which made a round glass dish size...can't remember what size those are. I only used about a Tbl of plain bread crumbs because I usually don't care for them, but the few I used on top of this recipe made a nice crispy crust. I used reduced fat everything, & both whole wheat flour & macaroni."

Ecasper User ID: 5181214 90644
Reviewed Nov. 29, 2010

"It was very good but a little rich. I wasn't too fond of the cottage cheese so I think I'll try a different type of cheese next time"

langford424 User ID: 5190916 44693
Reviewed Nov. 26, 2010

"Just made this for Thanksgiving and EVERYONE loved it. I used reduced 1% milk, 2% velveeta, low fat cottage cheese and reduced fat sour cream and it was very creamy and rich. Definitely a crowd pleaser"

sutra11 User ID: 4630087 111014
Reviewed Oct. 5, 2010

"Very tasty"

LauraManning User ID: 968398 85529
Reviewed Sep. 10, 2010

"Excellent! I've made this 3 times now in the last few months. I use 2 percent Velveeta cheese, low-fat cottage cheese, and low-fat milk, and it is still great. I prefer it without the bread crumbs on top and save 1/2 of the sharp cheddar for the topping instead."

AWise User ID: 3327668 90641
Reviewed Aug. 16, 2010

"While this is not my favorite mac n cheese recipe, it is very good. It's rich, but everyone loved it."

waynepat User ID: 1352809 90639
Reviewed Jul. 11, 2010

"I found it to be very rich. It wasn't my favourite mac and cheese recipe"

hwdog User ID: 5202486 35061
Reviewed Jun. 10, 2010

"AWESOMELY SWELL!!!!!!!!!!!!!!!

This macaroni is my favorite. wonderful, wonderful."

twilightlover101 User ID: 5116600 30250
Reviewed May. 23, 2010

"my mom made this and she had to make more b4 everyone got there"

cntbailey User ID: 1507453 110979
Reviewed Mar. 24, 2010

"I will make this one again..but only add half the amount of sour cream to help with the after taste and maybe more milk to thin it out. It was very rich! Warms up great the next day."

titanlady062404 User ID: 988995 28290
Reviewed Mar. 17, 2010

"The recipe taste good but it has a funny aftertaste!"

10sChick User ID: 4943196 75856
Reviewed Mar. 9, 2010

"This is a wonderful little concoction that's simple and delicious. I love the crunchy top with the bread crumbs. I baked mine in a 9x13 pan and it was the perfect size. Did have to bake it longer though for the top to be slightly browned. 1 hour at 350 was perfect."

kat995 User ID: 1747852 75855
Reviewed Feb. 26, 2010

"Made this for a family birthday party. It was gobbled up by both kids and adults. I didn't have the Velveeta on hand, so I made it with extra shredded cheddar cheese. It still tasted awesome. This replaces my other homemade mac n' cheese recipes."

momofaap User ID: 4744062 30249
Reviewed Feb. 2, 2010

"The perfect comfort food for a snowy evening! A hit with my whole family. This may be the best mac and cheese recipe that I have found so far!"

ArianeDawn User ID: 4428953 90637
Reviewed Jan. 10, 2010

"We loved this recipe! Made it when we had company over and everyone said it was the best mac and cheese they had had!"

cindy & Bob User ID: 4665649 83870
Reviewed Dec. 27, 2009

"A lot of ingredients. It was not cheesy & was a bit dry. I was very disappointed that I made this for Christmas this year."

LauraManning User ID: 968398 77501
Reviewed Dec. 9, 2009

"Great recipe! I mixed in 1/2 the sharp cheddar and put the other 1/2 on top. I liked it better without the bread crumbs."

adamray7 User ID: 4479187 34359
Reviewed Nov. 19, 2009

"Very good! Rich and creamy! I thought maybe the cottage cheese would give it strange texture that my kids might not like - but it was perfect! I did not use bread crumbs and I mixed the sharp cheddar in with the velveeta. I dont care for the sharp cheddar to be sprinkled directly on top. This is a keeper. I will use it again and again! Sour cream really gives it a flavor boost too!"

sbuffman User ID: 1497756 90636
Reviewed Nov. 2, 2009

"Just too rich for us..."

jessicajoyce User ID: 3311690 29670
Reviewed Oct. 30, 2009

"liked alot but i would add some chicken or hamburger"

Stacy79 User ID: 1826938 49509
Reviewed Oct. 16, 2009

"I made this for my son's 2nd birthday and it was a big hit with the kids and an even bigger hit with the adults!"

CKThomas User ID: 1719449 29669
Reviewed Oct. 9, 2009

"This is an unbelievable macaroni and cheese recipe. My family insists that I make this dish for every party. It takes a little bit of time, but it is so worth it. You will receive many praises!"

HeidiLSB User ID: 1348517 28289
Reviewed Aug. 17, 2009

"Alternative to bread crumbs (which I didn't have): Substitue with smashed up Ritz crackers."

twiddles User ID: 3838774 30248
Reviewed Jan. 28, 2009

"JARH-it is in the first line of the second paragraph."

JARH User ID: 2735431 90635
Reviewed Nov. 7, 2008

"The recipe does not tell you to stir in velveeta cheese?"

RonellS User ID: 981892 204038
Reviewed Oct. 12, 2008

"Have made this a dozen times - it's a favorite!"

gritts User ID: 3032218 29668
Reviewed May. 1, 2008

"This is the best mac and cheese ever. My family loves it."

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