Baked Macaroni and Cheese


About 10 years ago I discovered a recipe for baked macaroni and cheese in the Cook’s Illustrated book, Cover & Bake When I read the ingredients for the recipe, I was in shock. The recipe called for so much milk, butter and cheese, I wasn’t sure if I wanted to try it.  At the time I wasn’t a real adventuress cook, and the only mac and cheese I knew, came in a blue box with a dried package of cheese stuff.

But after staring at the open cookbook on the counter for a few days, I finally decided to give the recipe a try.

To sum it up, the Handsome Husband and I ate the entire 9×13 pan of macaroni and cheese ourselves in one sitting. The house smelled like a restaurant  and we couldn’t stop talking about it for days. It was awesome, and I can’t imagine every wanting {or liking} the stuff in the blue box again.

Here is my adapted recipe, I hope you like it. We sure do.

Bread Crumb Topping

6 slices sandwich bread or potato rolls, cubed
3 tablespoons unsalted butter, melted

Pasta and Cheese

1 lb elbow macaroni or penne noodles
5 tablespoons unsalted butter
5 tablespoons unbleached all-purpose flour
1 1/2 teaspoons dry mustard
1/4 teaspoon cayenne pepper
4 cups milk
6 ounces monterey jack cheese, shredded
6 ounces sharp cheddar cheese, shredded

shredded cheese


For the bread crumbs:

In a medium sized bowl toss the cubed bread with melted butter until evenly coated and set aside.

For the Macaroni and cheese:

Bring 4 quarts water to boil in a large pot, cook the pasta until tender, drain and set aside in a colander.

In a large saucepan, melt 5 tablespoons butter over medium heat. Add the flour, mustard, and cayenne and whisk until smooth {about 1 minute}. Slowly add in the milk, whisking constantly until the everything is well combined and there are no lumps.

Bring mixture to a boil, reduce heat to a simmer and continue to whisk until the sauce is nice and thick {about 3 minutes}.

Remove the saucepan from the heat and slowly stir in shredded cheese until fully melted. Fold in noodles.

Pour noodle mixture into a 9×13 casserole dish and cover with bread topping.

Turn the oven on to broil and toast the buttered bread until just browned. Serve warm.

Dig in!

cover and bakeCover & Bake

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  1. Rachel says

    I make “Mac n Cheese”, similar in method but I add a large tin of tuna (which my kids think is chicken because if they knew, they wouldn’t eat it) and some grated veggies (carrot, zucchini, corn, etc – I boil them in with the pasta to cook) so I can justify it as a meal. I agree, no going back to the package stuff once you know how to make it yourself!

  2. suzanne says

    OMGosh Mavis you are the carbo Queen. How you and yours stay so thin is beyond my middle aged self! I love love love the gift of homemade cooking and the priorities you are passing on to the kiddos.

  3. says

    I make something very similar to this, but instead of pasta, I use leeks sliced crosswise about 1/4-1/2″ wide. SO GOOD. Can substitute almond meal or toasted quinoa for the breadcrumbs too or omit altogether and just add more cheese on top if eating gluten-free!

  4. saralie says

    I have never bought mac and cheese in a box before. I asked my husband if that is something that he missed….he said NO!….phew,…I dont know what I would have done if he had said yes! :)

    I make the same kinda of thing I add cubes of ham and fold in egg whites before baking.

  5. Marsha says

    I make homemade Mac and cheese but never preboil the noodles. I blend cottage or ricotta cheese, a hot pepper, with milk, add other grated cheeses with the noodles. Pour all in a greased pan and bake covered. Sometimes I add bread crumbs and sometimes I don’t. Sometimes I add 8 oz cream cheese too. I am a foster care provider and many kids come with their own version of baked Mac and cheese. I adjust accordingly but would never precook noodles. I adjust amounts for the number eating.


    • Susie says

      Marsha, how long do you bake it in order to cook the pasta? Do you use elbow macaroni? Notice how we’ve used “pasta”, “noodles”, and “macaroni” to now describe the same thing? I hope no foreign readers are seeing this. :)

  6. Elena says

    I make a similar recipe but I add in steamed cauliflower (no body has figured it out yet). I just add the cauliflower to the pasta water the last four minutes of cooking. I also use evaporated milk in a can. The evaporated milk doesn’t break.

  7. Ashley says

    Yum! I love mac and cheese. Lately I’ve been adding about a cup of pureed butternut squash to the cheese sauce. It doesn’t make it taste squash-y, but makes it a little sweeter and creamier.

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