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a serving of macaroni and cheese on a black plate
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4.55 from 40 votes

Baked Macaroni And Cheese

A perfectly cheesy and creamy baked macaroni and cheese that doesn't use processed cheese. Amazing flavor, sure to be a favorite of yours!
Course: pasta, Side Dish
Cuisine: American
Keyword: baked, cheese, macaroni
Servings: 12
Calories: 525kcal


  • 1 lb Elbow macaroni
  • 1/2 cup Butter unsalted
  • 1/2 cup Flour All purpose
  • 1 1/2 cup Half and half
  • 2 1/2 cup Whole milk
  • 3 cup Cheddar cheese grated, divided
  • 3 cup Sharp cheddar cheese grated, divided
  • 1 1/2 tsp Salt
  • 1/2 tsp Black pepper freshly ground


  • Grate both the cheddar and sharp cheddar cheeses and combine together in a bowl.

Cheese Division - Divide into three groups

  • One group will make up the sauce – 3 cups
  • One group will be added in between layers of the macaroni and cheese – 1 1/2 cups
  • Last group will top the dish – 1 1/2 cups
  • Set groups of cheese aside.

Pasta Cook And Prep

  • Bring salted water to a boil in a large pot.
  • Add the pasta and cook until al dente, usually about 1 minute less than the package directs to cook pasta.
  • While the pasta is cooking, preheat the oven to 350 degrees F.
  • Grease a 3-quart baking dish and set it aside.
  • Drain the pasta and set it aside.

Cheese Sauce

  • Melt the butter in a saucepan over medium heat.
  • Slowly add the flour in and whisk to combine. Continue to whisk and cook for about a minute.
  • Combine the milk and half and half into a large measuring cup.
  • Slowly pour in 2 cups of the half and half, whisking constantly. Whisk until smooth.
  • Slowly pour in the remaining half and half and the whole milk, whisking constantly, until smooth.
  • Whisking very often, continue to cook until the sauce is thickened, about 5 minutes.
  • Remove from the heat and add salt and pepper.
  • Add the cheese portion that makes up 3 cups. First, add half of it and mix to combine.
  • Once melted, add the additional 1 1/2 cups and continue to stir until melted and smooth.

Putting It Together

  • Place the cooked pasta in a large mixing bowl and add the cheese sauce. Stir until completely combined.
  • Pour half of the macaroni mixture into the prepared baking dish. Sprinkle 1 1/2 cups of cheese evenly across the macaroni mixture.
  • Add the remaining pasta mixture evenly. Sprinkle the remaining 1 1/2 cup of cheese evenly across the pasta mixture.
  • Bake at 350 degrees F until the top is lightly golden brown and bubbly, about 20 minutes.
  • Remove from the oven and allow it to set up for 10 minutes before serving.


Calories: 525kcal | Carbohydrates: 37g | Protein: 22g | Fat: 32g | Saturated Fat: 20g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 9g | Trans Fat: 1g | Cholesterol: 96mg | Sodium: 746mg | Potassium: 255mg | Fiber: 1g | Sugar: 4g | Vitamin A: 992IU | Vitamin C: 1mg | Calcium: 508mg | Iron: 1mg