Old fashioned macaroni and cheese recipe – the kind that doesn’t come from a box- has got to be the top comfort food in the United States. Who doesn’t love that rich cheese sauce, gooey chunks of cheese that hang on your fork, and crispy crumb topping? Is your mouth watering yet?
Guess what? You can make this! It really is SO easy! Plus I’m giving away a huge set of cookware in this post so be sure to enter for that! (This is not a sponsored post – it’s MY giveaway). This post has been updated and the giveaway added. It was originally published in January 2016.
For this recipe you will need: elbow macaroni, butter, all purpose flour, mustard powder, milk, half and half cream, eggs, salt, pepper, cheddar cheese – medium and sharp), Swiss cheese, breadcrumbs, and a large casserole dish or 13×9-inch baking pan
Jump to Recipe
There is absolutely nothing that can boast its comfort food status better than a plate of old fashioned macaroni and cheese. The tender macaroni not only is swathed in the rich, cheesy sauce but the macaroni soaks a little up while it’s baking.
My mother came from a family of seven. Each of the girls, and the sisters-in-law had a specialty that they brought to each family gathering. Being in Michigan the foods were likely to be jell-o salads, macaroni dishes, and such. Aunt Bernie was, I think, the hands down best cook in the family – her apple pandowdy was to die for! But Aunt Lou made far and away the most magical, cheesiest, most amazing old fashioned macaroni and cheese in the history of the known world.
The edges of the macaroni were just a little crunchy and when you pulled the spoon out of the dish long, steaming strands of cheese would clutch at the dish until you took your finger and pulled those cheese threads away. The top was strewn with crispy, buttery, bread crumbs and black pepper. I can taste it to this day. I swear there has never been anything like it and I sure can’t do it justice, either. She obviously had the touch.
Just out of curiosity, does your family have that same sort of thing with the cooks? What are their specialties?
This baked mac & cheese is full of old fashioned goodness, crispy, buttery bread crumbs, and those tell-tale strands of gooey cheese. The cheesiness comes from two kinds of cheese used in two different ways. I like to use Panko for the top because it stays crispier but homemade bread crumbs are fine, too. For this particular recipe I added a tablespoon of smoke flavoring, sliced hot dogs that had been grilled (great way to use leftovers, right?) and a 1/2 cup of finely chopped pepperoncini. Mac & Cheese is versatile, you can add almost anything. I think that is one reason it became so popular.
You can actually put together this old fashioned macaroni and cheese casserole the night before, just be sure to leave off the crumbs until you are ready to bake. When you get home from work the next evening, or get home from sky diving, or whatever it is you do then add the crumbs and slide it into the oven for a half hour while you relax with a glass of wine and your favorite reality show.
That’s it. I promise you, you will love this stuff. Oh, here’s a hint. As much as I hate to say this – overcook the macaroni just slightly. You don’t want it a la dente for this dish. When it is soft (but not so much that it’s mushy) then it absorbs the cheese sauce a bit more. There is something about all of the textures and flavors that is just downright delicious.
Oh… by the way. This old fashioned macaroni and cheese recipe starts with a roux, a cooked combination of flour and butter. If this is not done right the entire recipe will be off. Undercooked and it will taste like raw flour – over cooked and it will taste scorched.
So here’s how you do it –
To Make Perfect Roux
- Starting with a low fire (or lowest heat on an electric) melt the butter in a heavy saucepan until it foams. Don’t let the butter brown.
- Add the flour all at once and stir constantly.
- Carefully watch the color of the butter and flour mixture. Don’t worry about it lumping up just keep it moving.
- When the mixture becomes a light golden brown slowly add warmed milk and cream, whisking constantly.
- The process takes about eight minutes at my house but don’t try to go by the clock. You have to go by the color.
Win a 14 Piece Set of Rachael Ray Cookware! Here’s How!
So, last fall I won a set of Rachael Ray cookware. It’s heavy and it’s beautiful but it’s blue. As you know I have everything red from my car to my laptop to my hanging lights over the countertop. I have a red set of cookware and I didn’t know what I was going to do with blue. As I was thinking about it I decided that when things settled down in the Spring I would do a giveaway and let one of my wonderful Restless Chipotle readers win it.
Here’s the set-
So, you get all of that. The baking sheet, the pans, the covers, the spatulas. It’s all in the box and I’ve NEVER opened it. The box is still sealed in the plastic covering that UPS or Fedex or whoever used. Which also means that if something happens to be missing or broken I’m sorry. I had no way of knowing and I’m not buying you a new set. The retail value on this is 299.00 according to the site.
I have been food blogging for 10 years now. TEN YEARS. It’s been a long road with lots of wonderful experiences and some not so wonderful experiences. I wouldn’t give it up for the world! The thing is that if y’all didn’t come and read the blog, share it on social media, and tell your friends about my recipes I would not be able to continue doing this. SO… thank you. I am so grateful for every one of you. Good luck!!
You MUST use this giveaway box in order to be entered. Just leaving a comment with out clicking the box saying I left a comment will not count. Clicking the box without leaving a comment won’t count either – I check.
Old Fashioned Macaroni and Cheese
- 1 16-ounce elbow macaroni 16 ounce, cooked and drained
- 8 tablespoons unsalted butter
- 8 tablespoons flour
- 2 teaspoons mustard powder you may want a little more or a little less depending on your tastes
- 2 cups milk warm not hot
- 2 cups half and half cream light, warm, not hot
- 2 eggs
- 1/2 teaspoon salt
- Fresh ground black pepper generously to taste
- 2 cups medium cheddar cheese about 1/2 pound, shredded
- 3 cups sharp cheddar This is about 3/4 pound…I use Tillamook, shredded
- 1 cup diced Swiss cheese about 1/4 pound
- 2 cups breadcrumbs
- 1/3 cup unsalted butter
-
Preheat oven to 350°F.
-
Cook the macaroni in salted water - drain and set aside.
-
In a large, heavy saucepan melt the butter until it foams.
-
Add the flour mixed with salt and pepper and whisk until blended. (This is a roux)
-
Cook until the roux is a very light golden brown, moving the mixture around the pan constantly so it doesn’t scorch
-
Mix milk and cream together.
-
Pour milk mixture in slowly, whisking constantly.
-
Bring to a boil.
-
Reduce heat and cook while stirring until the mixture thickens – just a few minutes.
-
Remove from heat.
-
Stir in mustard powder.
-
Add about a 1/4 cup of the hot mixture to the beaten egg a tablespoon at a time, beating well so the egg doesn’t curdle.
-
Add the warm milk and egg mixture back into the mixture in the pan, whisking constantly.
-
Stir in 3 cups of the cheddar and 1 cup of the medium cheddar until the mixture is smooth and creamy.
-
Fold in the cooked, drained macaroni and the diced Swiss cheese.
-
Spoon the macaroni mixture into a buttered 13 x 9 inch casserole dish.
-
Top with the remaining cheddar.
-
Melt the remaining 1/3 cup of butter in a high sided frying pan.
-
Add the breadcrumbs and cook, stirring constantly, until the crumbs are coated with butter and crispy.
-
Add the breadcrumbs to the top of the macaroni and cheese and bake for 20-30 minutes, or until golden brown and bubbling.
-
Let the casserole stand for five minutes before serving.
Thank you SO much! I am so excited to have won!
I want these pans because my favorite color is blue and these would go perfect in my kitchen.
Right now my pans are a combination of early American hand me downs. Getting a matched set is on my list of stuff to do this year. 🙂
I would love to win these pans for my mother. Her pans are awful!
I would love to have these pans as I cook for between 6-10 people each night of the week. The ones I have now are getting so old and tired (a lot like me). These would make cooking so much easier!
My pans are really old and it’s gets embarrassing when inviting others over for a meal.
my pans are shot and i am a senior raising grand son, so i do lots of cooking/baking
We need new pans. 🙂
I would love to own a complete set for cooking and this is beautiful. I love the color.
Besides the fact that i need new pots and pans, i love Rachael Ray products! we use them all the time! and I love to cook and bake and Id love to try out more of your recipes with them!
I enjoy cooking and haven’t had a new set of pans in a long time. Most of mine are mismatched. These would be fun to use. (plus blue is my favorite color)
My pans came from yard sales and goodwill – having a new set would be amazing!
I would cook a little bit of everything…every day…in these pans!
I want to win these as I need new pots and pans. I have not had a matching set in many years lol.
I have a mismatched set of beat up ol cookware. Maybe I’d cook more if I had these:)
My old pans are slightly damaged and I love the color blue.
i want to make omelets and sauces in these pans
Oh these would be so wonderful for our family! I end up cooking two meals almost every night as I have celiac disease and the rest of the family eats normal. I would love a set of pans just for gluten free cooking so that I do not get the cross contamination.
I would love to replace all our old rusty cookware with something nice.
I would love to gift these pans to my amazing mama who has had the same set of pans for 27 years! She needs new!
I would love to get a set to replace my hand me down pans.
I want these pans because I have like two pans and I have to keep screwing the handles back on. LOL
I enjoy cooking and I would love to use this awesome set of pans. They really are nice.
I love Rachel Ray products and I have never had a matching set!
I would love to own these fantastic Rachel Ray pans my pans are well used and ready for a peaceful retirement! 🙂
because I love Rachael Ray products
These are very nice! I would love to win them for my daughter who is just starting out on her own. Thanks!
It’s a beautiful set!! I would put them work and cook every night with pans like these
I have very few pans I could use a new set
Can’t wait to try your recipe. Nothing more comforting then some homemade mac & cheese. Thank you for the pan set giveaway, have never gotten to that level of cookware. Clearance or “blue light” specials for me the last 30 year… would love a real set. LOL! TY for the ehance!
I will need a little bit of everything during my upcoming move.
I want this because I love Rachael Ray products!
I’ve never had a proper set of cookware, and this looks like a great set. Thank you for the chance to win.
We have some nice pans, but they are not teenager proof, so was thinking these ones would be perfect for the teens! 😀
I love Rachel Ray products & could really use some new cookware!!
I have several pans with lids that don’t fit, lids that have no matching pan and too many skillets and not enough saucepans.
This sounds ultra rich. Add green chilies, lobster, ham or whatever you have around. With the Rachel Ray cook wear I could really make it and serve it in the same pans, another plus! I would never be able to do that with my four decades old pans.
I love the color blue. Mac and cheese recipe looks great!
I want these pans because I haven’t bought new in over 15 years. I make an excellent seafood mac and cheese and new pans would make it even more awesome.
I have mix and matched hand me downs. A complete set of new pots and pans would be really nice
these would be great for my son who just moved into a townhouse with some buddies. Love the cobalt blue color
I think they’d make a great gift for my mom.
I would love to win for my daughter. Thank you!
My daughter is getting married in July and pots and pans are on her registry~
my cookware is getting very worn
I would like these pans because my daughter is moving into her first apartment in the fall and we are having to get everything for her.
my daughter just got her first place and this would be so nice to give her a new set of pans thats why i would like to win
I’d actually like to win them as a gift for a friend whose been homeless and only just moved into an apartment and needs pretty much everything.
I love homemade mac and cheese. It’s so much better than the boxed stuff.
I would love to win this. I’ve been trying to slowly replace my pans.
I want these great pans because the few that I have now are very old and ugly.
Nice site. Great giveaway. Thanks
I want these pans because my pans are very old and scratched. I cook every day and really use me pans a lot, so we could use some new ones!
My pots and pans are old and I really could use a new set and
I really like Rachael Ray products. The color is so pretty would love for my kitchen.
I need these because my old pots and pans are banged up.
We recently downsized and sold all our furniture from the big house and bought new for our little house. I would love to have a new set of pots and pans to go with all my other new things. 🙂
I love mac and cheese.
I want them because my son needs pots and pans in his kitchen.
I want them because they are high quality and our old pots are just worn out
Because I love cooking and could use new pots.
I would absolutely, love to have these beautiful pans because of several reasons, first of all we lost our son and found out 6 months after his death, that he had a little boy, after DNA, we have a little angel from heaven. Then we learned that our grandson
mommy OD on Heroine, so we spent most of our life savings to get custody of him, which we do have and also we just celebrated our 44th anniversary and I am still using pans from when we got married, so thanks for this beautiful giveaway and the chance to enter.
I would love to win this for my daughter because she really needs a new set of pots
I could use this because my kitchen is so cluttered with all sorts of hand-me-down cookware, some of it really old, peeling and disgusting-looking. Having a full set of pretty, new cookware would be just the push I need to finally clean/discard/donate all of the old and mismatched stuff at one fell swoop.
Also? That mac and cheese looks to die for.
Have a Son leaving for College in the fall and I need all new stuff for him as well as new pans for myself because the Teflon on my set is starting to peel! I love the color of this set, much nicer then the previous Orange they used!
I’ve never had a nice set of cookware – and I’m SURE that’s the reason why I can’t cook and feed my husband cereal for dinner at least twice a week! If I had awesome, colorful pans like these, I’d WANT to cook and experiment, right?
Absolutely love these pots & pans. I am constantly looking & trying new recipes, my fiance was recently diagnosed with type 2 diabetes, so now i’m being more careful with types of foods that I cook, and of course moderation of not so great for him foods.. The set of pots & pans that I have (not really a set just pieces) have seen their hayday many many years ago, so this set would be so very well used!!!
I really need a new set of pans, and these sound amazing! Thanks for the chance!
My pans are getting old an beat up and my favorite color is blue and so is my husband, we collect blue glass and have some displayed in our kitchen so this would add to the color in the kitchen.
My pots and pans are several years old and are all banged up. It would be so nice to have decent new ones!
I need this because our old cookware is so outdated.
I want these pans because I need a good set to cook with and I love the color!
My current pots and pans are a mish mosh of different brands with few that are decent. I would love a complete matching set of good cookware.
I would like to give this set to my son who loves to cook.
This cookware is beautiful! I happen to love blue and my current cookware is as old as my marriage! Time for some new stuff!
I discovered cooking not too long ago. Now it is my #1 passion in life. I just love it so much. I’m in my 30s and have never owned new cookware. I have a hand-me-down set that was my grandmother’s. I would be so grateful to win this. I can see myself now, cooking up my family’s meals and then having them join the Clean Plate Club!
I want to win this set because it is a pretty blue that would match my kitchen and my cookware is ancient!
Our pots and pans are going on 12 years old so it’s time for some new ones. thank you!
I want these pans because they’re Rachael Ray and such a beautiful blue. They would go PERFECT in my kitchen and on my stove.
Love Mac & Cheese. Pepperocini in it?! Odd, but going to give it a try. Will be great with smoked chicken too I think.
I entered for the blue pans too!
My cookware is old. This would be great to have.
I am so excited for a chance to win these pans. I am so tired of things sticking to my old teflon chipped up ones.
My cookware is pretty much mix and match and would love to have a complete set. Love mac and cheese and would certainly try to make my own if I won!
I need some great new pans
I need this because our old cookware is so outdated.
I need some new cookware – doing a kitchen remodel & want to cook more
I need new pans mine are so old plus I love the color
all our cookware is old, we could use an upgrade.
I would love to win because Rachael Ray’s products are so amazing and I love to cook like she does and this would make it so much easier!
Love the color blue, especially this bright color blue. But mostly, the pot and pan set we have right now has seen much better years. Thanks so much chance.
I have started on a healthy life style for my family and myself. Cooking meals from scratch is not as easy as it seems. An excellent set of pots and pans is essential. I have been using old pots that don’t cook evenly. This set would be a big help in cooking tasty and healthy meals.
I would love to win these awesome pans because the teflon coating on my current pans is worn out
I commented and forgot to say why I want the pans. Mine are OLD and the non-stick is gone!
I need to replace the pans we have because they are starting to wear and tear.
Macaroni and Cheese is my favorite thing in the world and I love all kinds, even instant…but of course, homemade is superior! Thank you for the recipe!
I love their color and need new pots.
All of my old non-stick cookware is now will stick cookware. I really need a new set.
I need some new cookware.
What is the serving size for this recipe?
I’ve never figured serving sizes? It feeds 6 to 8 people here depending on how hungry everyone is.
How many people can this dish feed?
6 to 8 servings depending on how hungry everyone is. 🙂
This looks wonderful. I love that crunchy topping. We are definitely Mac and Cheese lovers at my house.
Here, too!
I can’t pass up a good mac & cheese–ever. And you are right that the roux is the key to making a really great sauce. The creamier the better!
I totally agree!
Nothing beats a fabulous mac n cheese recipe, especially old fashioned mac n cheese. This looks amazing.
Thanks!
I agree! I will sometimes make a box for lunch for my boys because it’s super quick BUT hands down we prefer the homemade version much more. And of course, Tillamook cheese is a must.
SO yummy!
oh yes nothing better than a nice bowl of flavorful mac and cheese for any day of the week =)
I agree!
Amen for old-fashioned macaroni and cheese made with real roux! I know it’s easy to open a box, but it’s not HARD to make the real McCoy! Love your description of your aunt’s version and the cheese clutching at the dish–it paints such a picture!
Thank you!
My belly just rumbled envisioning long cheese strands! YUM!
Gotta love gooey mac and cheese!
y husband is big fan of mac n cheese, I’ll try your version and let see how’ll he like it 🙂
🙂 Let me know what you think.
There is seriously nothing more comforting than a big bowl of mac and cheese…LOVE!
I totally agree. So good!
My kids love mac and cheese. We love making homemade and mixing up the cheese options. This looks seriously yummy. I could go for a huge bowl right now.
Thanks!
This looks so delicious, there’s really nothing better than a classic mac and cheese and I know my family would love your version!
🙂 thanks!
I love mac & cheese in every form. The old fashioned, straight forward recipes are the best though! I admit to playing with the cheeses I use though based on what I’m serving it with. I’m a fan of smoked gouda. SO good. Love your version here!
I love smoked Gouda! It works really well in this recipe, by the way. 🙂
My uncle had “the talent” and a great recipe that I drool over. He used crushed Ritz crackers on the top. Mmmmm, buttery. — I have been meaning to try it with BACON flavored Ritz crackers. (they have those you know).
Oh that sounds fantastic!
Ah, nothing beats good homemade macaroni and cheese! Definitely sharp cheddar and I LOVE the addition of Swiss cheese, I’ll have to try that!
It’s really good… I love the bite that the Swiss gives it.
I just picked up some Tillamook aged Cheddar in the States earlier this week. Mac and cheese is my ultimate comfort food.
Love Tillamook!