Recipe Details

Prep Time:
20 mins
Cook Time:
55 mins
Total Time:
1 hr 15 mins
1 9×13-inch casserole


  • cooking spray

  • 1(16 ounce) packageelbow macaroni

  • 4teaspoonskosher salt, divided

  • 2(8 ounce) packagessharp Cheddar cheese

  • 6tablespoonsbutter

  • cupall-purpose flour

  • ¼teaspoonground mustard

  • 3 ½cupswhole milk, or more to taste

  • 3ouncescream cheese, softened

  • ½teaspoonground black pepper

  • teaspooncayenne pepper (Optional)

Cooking Directions

  1. Preheat the oven to 350 degrees F (175 degrees C). Spray a 9×13-inch baking dish with cooking spray.

  2. Bring a large pot of water to a boil. Add macaroni and 2 ½ teaspoons salt and cook, stirring frequently, for 5 to 6 minutes. Drain and set aside.

  3. Shred Cheddar cheese by hand or in a food processor; set aside.

  4. Melt butter in a large saucepan over medium heat. Whisk in flour and cook, whisking constantly, until smooth, 3 to 4 minutes. Whisk in mustard powder, then 3 ½ cups milk. Whisk occasionally until mixture comes to a simmer, then let simmer for 5 minutes.

  5. Add cream cheese and cook, stirring often, until thick, creamy, and smooth, about 5 minutes. Add remaining 1 ½ teaspoon salt, pepper, and cayenne.

  6. Stir in 2 cups shredded Cheddar. Turn off the heat and let cheese melt. Stir in cooked macaroni. Add up to ¼ cup milk if you feel like the mixture is too thick.

  7. Layer ½ of the pasta mixture in the bottom of the prepared baking dish. Top with 1 ½ cups Cheddar. Spread remaining pasta mixture over top and sprinkle with remaining Cheddar.

  8. Bake in the preheated oven until golden and bubbly, 25 to 30 minutes.

    Creamiest Mac and Cheese.Allrecipes

Recipe Tips

Cavatappi and shell pasta are good substitutes for elbow macaroni. Whatever pasta you use, cook it for about 2 minutes less than the box recommends.

Instead of using pre-shredded cheese, purchase block Cheddar and shred it by hand or in your food processor. It has better flavor, melts easier, and is also a better value. From two 8-ounce blocks, you get at least 5 cups of shredded Cheddar, as compared to the 4 cups you’d get in two 8-ounce packages of shredded Cheddar.

This dish sets up and thickens as it sits but is still deliciously rich and creamy. For a saucier texture, use only 12 ounces of pasta, or cook the whole box and set aside 2 cups of the cooked pasta for another use. For extra indulgence or richness, you could use heavy cream or half-and-half for the milk.

If you want a crunchy topping, toss ½ cup of panko bread crumbs with 2 tablespoons of Parmesan cheese, 1 tablespoon of olive oil, and some salt and pepper, and sprinkle that over the top cheese layer before baking.

To make this ahead of time, wrap the baking dish with plastic and refrigerate. Pull it out about an hour before you are ready to bake, then discard the plastic wrap and bake for about twice as long as directed in the recipe.

Nutrition Facts

Full Nutrition Label
Servings Per Recipe10
% Daily Value *
Total Fat
Saturated Fat
Total Carbohydrate
Dietary Fiber

* Percent Daily Values are based on a 2,000 calorie diet. Your daily values may be higher or lower depending on your calorie needs.

** Nutrient information is not available for all ingredients. Amount is based on available nutrient data.

(-) Information is not currently available for this nutrient. If you are following a medically restrictive diet, please consult your doctor or registered dietitian before preparing this recipe for personal consumption.

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Dish Photos