Creamy Macaroni and Cheese

Creamy Macaroni and Cheese

A homemade baked macaroni and cheese with a flavorful and creamy sauce


8 servings


16 ounces elbow macaroni or small shell pasta
1/8 teaspoon cayenne pepper
1/4 teaspoon granulated garlic or garlic powder
1/2 teaspoon mustard seeds, crushed*
20 cranks of black pepper (or 1/8-1/4 teaspoon ground)
1/4 cup (1/2 stick) butter
1/4 cup all-purpose flour
3 cups milk
1 cup heavy whipping cream
1/2 tablespoon dried parsley
1 teaspoon salt
2 eggs
12 ounces (3 cups) shredded cheddar cheese
8 ounces (2 cups) shredded mozzarella cheese
Additional cheddar, parmesan, or bread crumbs** for topping


1. Cook pasta according to package instructions. Drain and rinse with cool water. Place pasta in a large mixing bowl and set aside.

2. In a large sauce pan, combine cayenne, garlic, crushed mustard, black pepper, and butter over medium heat. When butter starts to sizzle, add the flour and stir until mixed and bubbly.

3. Add 2 cups of the milk and whisk with the butter mixture over medium heat until thick and bubbly. Whisk constantly to avoid lumps or scorching.

4. Turn off heat and whisk in remaining 1 cup of milk and the cup of cream, along with the parsley and salt.

5. Crack eggs into a separate mixing bowl and whisk briskly, until they are no longer very "stringy". Whisking constantly, pour a half cup of the hot creamy sauce in with the eggs. Continue whisking and adding sauce to the eggs, until you've added about 2 cups of the sauce in with the eggs. Then pour the eggs into the saucepan with the rest of the sauce, whisking to incorporate.

6. Pour the sauce over the pasta in the large mixing bowl. Stir to combine. Stir in shredded cheeses. Spread into a lightly greased baking dish.

This recipe makes a very full 9x13-inch dish, so you can also divide it between a couple dishes for a thinner layer (I like to do a 9x13 dish and an 8x8 dish).

7. Sprinkle top with parmesan cheese, shredded cheddar cheese, or bread crumbs. Bake uncovered at 325 degrees for about 45 minutes, until hot and bubbly.

This casserole can be made ahead and stored in the fridge for a couple days before baking. If it's been in the fridge a couple days, however, you may need to drizzle about 1/2 cup of additional milk over top before baking, as the pasta tends to absorb more liquid as it sits.

Creamy Macaroni and Cheese

Additional Notes: 

*I crushed these in my mortar and pestle. You could also substitute ground mustard powder, or leave the mustard out if you don't have any, and just add an extra sprinkle of cayenne!

**If using homemade bread crumbs: Crumble dry or stale bread in a food processor. Saute crumbs in a hot skillet with a little oil and season with garlic, salt, and pepper. Sprinkle over top.

Creamy Macaroni and Cheese

Preparation Time: 

30-40 minutes

Cooking Time: 

45 minutes

Tammy's Review: 

This recipe (minus measurements!) was passed to me from my friend Jamie. She gave us a dish of her macaroni and cheese and it was so creamy and delicious, I had to ask her how she made it! :) Jamie said she has also frozen this (unbaked) with great success.

I've made my mom's homemade macaroni and cheese, which is easier, but not nearly so creamy or flavorful. This recipe is worth the effort!! The flavor is amazing and wow... this is definitely the best macaroni and cheese I've ever made or eaten! We all love it!!

This recipe was included in my freezer meal plan of main dishes when preparing for the birth of my fourth child. Read my update on how this recipe and the others turned out after freezing!


This is a good macaroni and cheese recipe, but I like my standard recipe just as well. And my standard doesn't have the expense or the large amount of fat of a full cup of heavy whipping cream. I just didn't feel that the cream made a meaningful difference.


I thought this was wonderful and the huge 9x13 pan was almost completely emptied by the children. I thought it was relatively easy, as well. Not boxed mac and cheese, of course, but way better! I didn't have any cream but I did have some fat free half and half I wanted to use up. I also added some tuna, mushrooms and peas and made tuna noodle casserole but obviously the basic mac and cheese would have been just as tasty without the additions. Thanks!!


I just made this, and the seasonings are spot on for my taste! (there have been other recipes on other blogs that are under seasoned, but not this one!!!) I did use the heavy cream and it was fine. I also used skim milk, and it took longer to thicken, but it was still excellent!

I'm already eating it, and it's 20 mins to 10 in the morning! lol I might put it back in the oven to brown some more.

For anyone concerned about the garlic powder... it only adds the flavor, not overpowering or anything. I don't even taste the mustard.

Thanks for sharing this recipe!!!


We love this! Just yesterday, I baked a dish of this which had been frozen (unbaked) for 2 months, and it was delicious! Not quite as creamy as when made fresh, baked, and eaten right away, but still very good... and the flavor... awesome!! My husband and children agreed, as we finished off a large dish with no leftovers!


I made this the other day for dinner and gave some to my parents for dinner. Everyone loved it!! Thank you so much for this recipe, this is our new mac and cheese recipe! :)


I made this for Easter and it was a big hit. Everyone loved it. and there was no left overs.


This dish is absolutely delicious!! I just pulled it out of the oven a few minutes ago, scooped out a bowl full and m m m mmm good! Tammy - thanks so much for posting this recipe!


I never thought that there was anything wrong with my original Mac & cheese recipe. I made it often and we loved it. After trying many recipes from this site with amazing results, I decided to try this recipe. It is AMAZING! It is a little more work, but it is soooo worth it. This is the creamiest mac & cheese ever and it makes a huge amount. Thank you Tammy for yet another fantastic recipe! Oh yeah, my other recipe is history.


I love this recipe! I did have to make adjustments because I did not have heavy cream. I used 1/2 n 1/2, then since I only had 1% milk. I thought I should use some more fat so I added cream cheese. It still all equaled 4 cups. I was afraid of the cream cheese but it was a wonderful addition and I would do it again. The eggs were something new for me. It made it creamier than my usual recipe. I will be using your site for recipes on a regular basis.Thank you so much! NO off to find homemade calzone recipes. :) I'm on a bread kick!


Add new comment

Plain text

  • No HTML tags allowed.
  • Web page addresses and e-mail addresses turn into links automatically.
  • Lines and paragraphs break automatically.

User login

Subscribe for free recipes, menu plans, and kitchen tips!