Total Time
Prep 10 mins
Cook 30 mins

This is my MIL recipe she has made it for years. It is delicious. The elbow macaroni measurement is for 1--16 ounce box dry. I can't respond to zmail because of a previous issue.

Ingredients Nutrition


  1. Preheat oven to 350 degrees.
  2. In a pan cook butter, salt, pepper and flour and stir until smooth.
  3. Remove from heat add milk, return to heat and bring to a boil.
  4. Boil 1 minute.
  5. Remove from heat and add cheese, stir until melted.
  6. Pour over elbows, sprinkle with breadcrumbs and bake at 350 degrees for 30 minutes.
Most Helpful

If you're looking for the classic mac and cheese recipe, this is it. It's creamy and delicious. I served it as a side to meatloaf. I used Velveeta and whole milk, and put a few small bits of butter on the breadcrumbs to brown them. But be warned, it makes a ton, more like 12 servings versus 6. Directions did not give pan size, and I used a 9 x 13 pan which was very full. This is perfect comfort food.

Karyn in Portland September 21, 2003

I made some minor changes, but the white sauce is the key to this recipe, and I left it unchanged. I used shells rather than elbows, and chose a blend of smoked fontina, white Vermont cheddar, mozzarella and parmigiano reggiano for the cheeses. Outstanding recipe!

Chadley25 April 07, 2003

Thanks so much for posting this JB! I followed the recipe exactly as posted, it was EXCELLENT! Just what I was looking for, nice and creamy and NOT greasy like the usual cheddar recipes. The Velveeta made a huge difference, and the white sauce too.

J e l i s a February 01, 2003