This creamy macaroni and cheese recipe is a family favorite passed down from my grandmother. It’s rich, velvety, and simple to make — the kind of dish that becomes a staple at family dinners and parties.
My grandmother taught my mother, who taught me, how to make the creamiest macaroni and cheese. I mostly keep to the original method because Grandma Jane knew what she was doing, but I adjusted the measurements so there’s a little extra sauce. Extra sauce = extra comfort, and it keeps the dish perfectly saucy as it cools.
You can customize macaroni and cheese a lot — different cheeses, baked versions, or add-ins like bacon, herbs, or seafood — but this version shines because it’s straightforward and relies on good ingredients and patient technique. The ingredient list is short, and when you follow the steps carefully, you’ll be rewarded with a silky sauce that coats every noodle.
Key points to success are using the right cheese, heating slowly, and avoiding curdling. Below is an overview of what you’ll need and how to make it. Full ingredient amounts and step-by-step instructions are included in the recipe card.
- Elbow noodles (or spirals/shells)
- Sharp cheddar cheese (see notes below)
- Milk (whole or 2%)
- All-purpose flour
- Salt
- Pepper (white or black)
What kind of milk should you use?
I’ve made this with whole milk, 2%, 1% and even skim. For the best creaminess and flavor, use whole milk or 2% milk. They give the sauce body without being greasy.
What kind of cheese should you use?
Cheese makes the dish. My family prefers Cracker Barrel cheddar (Extra Sharp, Sharp, or White Cheddar) because it melts smoothly and produces a velvety sauce. Other brands work, but they can melt differently — some get stringy or separate. Choose a cheddar that melts well and grate or slice it fresh for the best texture.
What is curdling?
Curdling is when the sauce separates into lumps — the milk proteins separate into solids (curds) and liquid (whey). It usually happens when milk or cheese is heated too quickly or the sauce is overheated. Even if the sauce doesn’t reach a rolling boil, rapid or uneven heating can cause curdling.
How to prevent your cheese sauce from curdling?
- Cook on low or medium-low heat. Low is safest if it’s your first time making a cheese sauce.
- Never let the sauce boil. Boiling is the quickest way to break a sauce.
- Watch the pot closely. Even when it doesn’t look like it’s boiling, the sauce can still separate if you’re not attentive.
- Stir frequently to help the cheese melt evenly and to monitor the sauce’s texture.
- Add salt and pepper after the sauce is finished cooking. Salt added too early can make curdling more likely.
How to make this macaroni & cheese in advance?
If you need to prepare this ahead of time for an event, make about 50% more cheese sauce than the recipe calls for if the dish will sit for an hour or two. The sauce will look thin at first but will thicken as it cools and stand. For a crowd, double the recipe — it disappears fast. When I made multiple batches for a birthday party, it was the first dish to run out.
Creamy Homemade Macaroni & Cheese
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Ingredients
- 8 ounces elbow macaroni, Feel free to use spirals or shells if you prefer
- 10 ounces Cracker Barrel cheddar cheese, Extra Sharp, Sharp, or White Cheddar
- 1¼ cup 2% milk
- 1 tablespoon all-purpose flour
- ½ teaspoon salt
- ¼ teaspoon white or black pepper, Black pepper will be visible in the finished dish
Instructions
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Slice or cube the cheddar cheese so it melts evenly.
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Place 3/4 cup of the milk and the cheese in a small pot. Heat on low, stirring often, until the cheese is fully melted. This slow process can take 15–30 minutes depending on your stove. Be patient and watch carefully to avoid curdling.
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Cook the macaroni according to package directions, drain, and set aside.
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Combine the remaining 1/2 cup milk with the flour in a jar, secure the lid, and shake vigorously until there are no lumps.
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When the cheese is smooth and melted, stir in the milk-and-flour mixture. Keep the pot on low heat for another 3–5 minutes, stirring, then remove from the heat. Continue to watch closely to prevent curdling.
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Season the cheese sauce with salt and pepper to taste. Adjust as needed.
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Pour the cheese sauce over the cooked macaroni and stir until fully combined. Serve immediately and enjoy.
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