Cream-Cheesy Macaroni and Cheese

"One of our favorites...."
photo by DeliciousAsItLooks photo by DeliciousAsItLooks
photo by DeliciousAsItLooks
photo by DeliciousAsItLooks photo by DeliciousAsItLooks
photo by DeliciousAsItLooks photo by DeliciousAsItLooks
photo by *Parsley* photo by *Parsley*
Ready In:




  • Spray a 9x13" glass casserole dish with cooking spray.
  • Set aside.
  • Cook the pasta according to package directions, in a large pot.
  • Drain, rinse, and return to the large pot.
  • Set aside.
  • In a large skillet, melt the butter over medium heat.
  • Add the flour, and cook until bubbly (about a minute).
  • Add the milk slowly, stirring after each addition and cook until slightly thickened.
  • Add the cream cheese, again stirring until completely melted.
  • Season with salt.
  • Remove from heat.
  • Carefully pour the cream cheese mixture over the pasta, stirring gently to combine.
  • Add the shredded cheddar cheese, stirring to combine.
  • Pour the mixture into the prepared casserole dish, top with bread crumbs if desired, and bake at 350 for 20 minutes.

Questions & Replies

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  1. billiefunderberg
    Can you use can milk instead or regular milk
  2. Hilary R.
    Can I make this a day ahead of time and bake on day-of? Would I need to add baking time?
  3. Hilary R.
    What is the best kind of milk to use for this recipe?
  4. dgscott242
    Can this be made a day before?


  1. Lynn H.
    This turned out absolutely yumful! I halved the recipe because we did not need 12 servings...and put in a dollop of sour cream that I had on hand.
  2. DeliciousAsItLooks
    This is a delicious recipe for mac and cheese. It's a great way to get a really creamy texture without having to used processed cheese food.
  3. asaunders03
    my husband said this is THE best homemade mac and cheese he's ever eaten. I followed directions exactly, except I only had HALF a box of elbow noodles, but I used exactly the same amounts for everything else and just put it in an 8x8 dish. Breadcrumbs are a definite! YUM!
  4. LAURIE W.
    I LOVE THIS RECIPE. It is my go too. I made this for a 40th birthday party and added garlic powder, caramelized onions & peas since it was mainly adults. I was surprised that everyone made such a fuss over macaroni & cheese. Then I tasted it. REAL GOOD. Thank you.
  5. carpenterkyla
    Made it with chives and chicken and it was delicious! The cream cheese was a real high point


  1. jo s.
    BIG CHEESE LOVER* this is a great recipe I added chunks of sharp cheddar a little alfredo sauce a can of cheddar soup and sour cream the taste is off the chain THANKS!!!
  2. Kristin E.
    Used Jalapeno cream cheese instead. Added a 1/4lb shredded cheese to the top instead of crackers.
  3. ljoslynrn1
    Crushed Ritz crackers as I didn’t have bread crumbs.
  4. sharelyn.drummonds
    Didn't have much milk and only 12 oz. Of elbow macaroni so I used 2 cups if heavy cream, 8 oz of cream cheese instead. I also used some Sweet baby Ray's buffalo wing sauce instead of hot sauce but added 2 tablespoons to give it a kick. Turned out so super creamy!
  5. Ma f.
    Combined with Kraft mac & cheese


I live in Sugar Land, Texas. I love to try new recipes. My husband jokes that if he likes something, I never make it again for 6 months! My children are very picky, but do have their favorites that I try to include in our menu more often than every 6 months.
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