This is the dish everyone asks me to bring. A church potluck, a new baby down the street, a cold night when someone needs a little comfort, and I make this pan of mac and cheese.

It is the old kind, with a real cheese sauce cooked on the stove and a golden top from the oven. No powder packet, no shortcut box.

My grandmother made hers this way, and the smell of the sauce coming together still takes me right back to her kitchen. It takes a bit more effort than the blue box, and the difference is the whole reason people remember it.

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Why You’ll Love This Baked Mac And Cheese

A real stovetop cheese sauce, silky and rich, no powder packet.
Golden, bubbly top with a soft, creamy middle.
Feeds a crowd and travels well to potlucks.
Easy to assemble ahead and bake when you need it.

Ingredients for Baked Mac And Cheese

1 pound elbow macaroni
1/2 cup (1 stick) butter
1/2 cup all-purpose flour
4 cups whole milk, warmed
1 teaspoon salt
1/2 teaspoon black pepper
1/2 teaspoon mustard powder (optional)
4 cups (16 oz) sharp cheddar, shredded and divided

How to Make Baked Mac And Cheese

Heat your oven to 375°F. Butter a 9×13 inch baking dish.
Cook the macaroni 1 to 2 minutes short of the package directions so it stays firm. Drain and set aside.
Melt the butter in a large pot over medium heat. Whisk in the flour and cook until it smells nutty and turns pale gold, about 1 to 2 minutes.
Pour in the warm milk in a slow stream, whisking the whole time. Keep cooking until the sauce is smooth and thick enough to coat the back of a spoon, about 5 to 7 minutes.
Stir in the salt, pepper, and mustard powder, then take the pot off the heat.
Add 3 cups of the cheddar and stir until melted and smooth. Adding cheese to a boiling sauce turns it grainy, so let the pot rest off the heat first.
Fold in the drained macaroni until every piece is coated.
Spread it into the dish and scatter the last cup of cheddar over the top.
Bake for 25 to 30 minutes, until the edges bubble and the top is golden. For a browner top, broil for 2 to 3 minutes and watch it closely.

Tips

Shred the cheese yourself. Pre-shredded is coated to keep it from clumping, and that coating keeps it from melting smoothly.
Whole milk gives the creamiest sauce. Lower fat milk can turn watery.
For a crunchy top, toss 1/2 cup panko with 2 tablespoons melted butter and sprinkle it on before baking.
To make ahead, assemble without the top cheese, cover, and refrigerate up to a day. Add the cheese and bake when ready, giving it a few extra minutes.

Frequently Asked Questions

What cheese melts best? Sharp cheddar for flavor. A handful of gruyere or Monterey Jack blended in melts especially smooth.

My sauce turned grainy. Why? The cheese likely went in while the sauce was too hot. Melt it in off the heat, a handful at a time.

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