Becka's Macaroni & Cheese

Total Time
Prep 30 mins
Cook 30 mins

This is SOOOOOO good. :-) Even if it does have a can of soup, LOL.

Ingredients Nutrition

  • 4 (1 lb) cups elbow macaroni, undercooked in boiling,salted water &,drained
  • 4 tablespoons butter
  • 4 tablespoons flour
  • 2 teaspoons dry mustard (Colman's)
  • 18-14 teaspoon cayenne pepper
  • 1 can cheddar cheese soup
  • 4 tablespoons melted butter
  • 2 teaspoons salt
  • 4 cups milk (skim is okay, higher fat is better)
  • 1 cup heavy cream
  • 2 (8 ounce) cupsgrated medium cheddar
  • 2 (8 ounce) cupsgrated colby cheese
  • 3 cups plain breadcrumbs, very coarsely grated from a stale loaf of crusty white bread (good country bread is best but if you use store bought crumbs, make sure they are roughly grated, no)


  1. Combine cheeses together in a bowl.
  2. Butter OR spray with nonstick spray a 13" x 9" lasagna pan.
  3. Preheat oven to 350º.
  4. In a 5-quart pot, melt butter.
  5. Whisk in flour, mustard, salt,& cayenne.
  6. Whisk in milk& cream.
  7. Cook, stirring, until thickened and bubbly.
  8. Add the soup and almost 3 cups of the grated cheese.
  9. Stir until melted.
  10. Stir in elbows.
  11. Pour into prepared pan.
  12. Top with remaining grated cheese.
  13. Combine melted butter and bread crumbs.
  14. Spread over top of grated cheese.
  15. Bake 20 to 25 minutes, just until heated through.
  16. If the top is not crusty enough, broil briefly-- do NOT over bake.


Most Helpful

This is great Mac & Cheese! I highly recommend it. I've made it 3 times now, but this last time I think I've made it just how I like it (sorry, T!). I had a real problem using the cheese soup, not just because I'm a food snob (lol) but because the end dish was too "wet" for me. I like Mac & Cheese to be a bit drier. So I nixed the cheese soup, and added another 8 oz. of cheese - provolone cheese. That was the only change I made. Oh, and I used rotini pasta. It's great mac & cheese no matter which way you make it, though. Very creamy and cheesy. Thanks for posting this, Tracy!

P4 January 03, 2003

Tasty Mac & Cheese! My mom made great mac&cheese and everytime I'd try to make it,the cheese would seperate and get real oily. That's is why I specifically picked out this recipe - it sounded like one that would stay creamy and gooey - and it sure was! We all loved it.I followed the recipe exactly, but I think the only thing I'd change in the future is to make half a recipe (we're not big leftover fans) and add a little more white pepper for a little more kick. Thanks for the great recipe!

HEP MEP March 11, 2003

Excellent! Thanks for sharing.

-Patrish December 01, 2011

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