Total Time
Prep 15 mins
Cook 30 mins

SO fattening but SO worth it!! This truly is the best mac and cheese I've ever eaten.

Ingredients Nutrition


  1. Preheat oven to 350°F
  2. Butter a 13 X 9 baking dish and set aside.
  3. In large pot, melt 6 tablespoons of the butter over medium low heat and add flour.
  4. Cook, stirring constantly, for 3 - 4 minutes. (Flour must foam in order to cook the raw flour taste out. Do NOT let your flour burn.).
  5. Add cayenne pepper, salt and pepper and mix well.
  6. Raise heat to medium high and gradually add in hot milk.
  7. Bring to a hard simmer, and cook and stir constantly for 3 - 5 minutes, until mixture thickens.
  8. Remove from heat and stir in 2 cups of the shredded cheese until melted.
  9. Stir in cooked, drained macaroni.
  10. Sprinkle 3/4 cup of the remaining cheese in bottom of prepared baking dish.
  11. Add half of the cheese and pasta mixture, spreading evenly.
  12. Add 3/4 cup shredded cheese to that, and repeat with remaining pasta mixture.
  13. Top casserole with remaining cheese.
  14. Pour heavy cream (or half and half) over top of casserole.
  15. In small frying pan, melt remaining 2 tablespoons butter and add fresh bread crumbs, coating thoroughly and toasting slightly.
  16. Sprinkle evenly over top of macaroni and cheese.
  17. Bake uncovered for 30 minutes.
Most Helpful

I have tried many Mac and cheese recipes and this by far was the best! The only change I made was adding about a 1/2 tsp. of nutmeg. It turned out perfect! Thank you!

Lindseypinch November 25, 2011

The BEST mac and cheese ever! I think the secret is cooking the 'raw flour taste out' which is why I never like any other macaroni recipes because its too flour-y tasteing. I only discovered this recipe recently and have made It several times already. The only thing I change Is using whipping cream instead of thickend cream as I dont eat It. TY ewells

Aleigha Nicole February 15, 2011

I made this for a group and it was a hit. Next time I'll use better quality cheese though... with a bit of a sharper taste. (just my preference). Overall good stuff though...

surfin' chef December 15, 2010