When I say this is THE Best Mac & Cheese I’ve ever put in my mouth, that is not an exaggeration. Ooey, gooey, cheesy, rich and decadent-  it’s so wrong, yet so right.

One bite of this dish a few weeks back at a dinner party was eye opening. Honestly, while I like macaroni & cheese fine, I’ve never been one to go ga-ga over it like some people do.

But this? This is different. It makes me want to turn cartwheels down the hallway.

In fact, when it came time for me to host friends for dinner on New Year’s Eve, this was the first dish I added to our menu. The rest of the meal was created around it. While I don’t want to speak for our guests, I’m fairly certain that they would agree with my opinion of the cheesy creation.

A huge thank you to Ashley who made the eye-opening mac & cheese for a friend’s potluck, and to her Aunt Jeanette and Uncle Craig for sharing their recipe with her. Even though I made a few minor tweaks, the ultimate credit goes to them. The world is now a better place for having access to the Best Ever Mac & Cheese!


Best Ever Mac & Cheese

Serves 14-18.


8 Tbsp (1 stick) unsalted butter
6 slices good white bread, crusts removed, torn into 1/4 inch pieces
3 1/2 cups milk
2 cups heavy whipping cream
1/2 cup all-purpose flour
2 tsp salt
1/4 tsp freshly grated nutmeg
1/4 tsp freshly ground black pepper
1/4 tsp cayenne pepper
10 oz grated sharp white cheddar cheese
10 oz grated sharp yellow cheddar cheese
8 oz grated Gruyere cheese
1 pound elbow macaroni


Heat oven to 375 degrees. Spray a 3-quart casserole dish with cooking spray; set aside. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour butter into bowl with bread, and toss. Set breadcrumbs aside.

In a medium saucepan set over medium heat, heat milk and whipping cream. In a high-sided skillet, melt remaining 6 tablespoons butter over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.

While whisking, slowly pour in warm milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, and cheeses. Set cheese sauce aside.

Fill a large saucepan with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer's directions, until the outside of pasta is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse under cold running water, and drain well. Stir macaroni into the reserved cheese sauce.

Pour mixture into prepared dish. Sprinkle breadcrumbs over top. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.

Do you see this ooey, gooey, cheesiness???

47 Responses to “Best Ever Mac & Cheese. Seriously.”

  1. 1

    Tabitha — January 9, 2012 @ 8:21 am

    Yummo. This is what’s getting me out of bed this gloomy morning. Now to adapt it for 4 people instead of 14-18!

    • Beth replied: — January 9th, 2012 @ 8:27 am

      Just half it. You’re going to want leftovers. Lots of leftovers. Believe me!

  2. 2

    Susan in the Boonies — January 9, 2012 @ 8:27 am

    This looks almost exactly like the recipe I use. Mine came from Martha Stewart.

  3. 3

    Traciwilbur — January 9, 2012 @ 8:32 am

    I want that for dinner tonight. Just that. ;)

    • Beth replied: — January 9th, 2012 @ 8:50 am

      Me too. When that last little bit was gone from our fridge, I mourned.

  4. 4

    Lacey — January 9, 2012 @ 8:39 am

    Let’s be real, that’ll serve 8 mac ‘n’ cheese lovers. HEH. This sounds like a holiday recipe. I wonder if i can healthify it somehow.

    • Beth replied: — January 9th, 2012 @ 8:49 am

      I don’t know- it makes A LOT. Even with 5 or 6 of 10 people having second helpings, there was still a good amount leftover. As in, enough for my husband & I both to have 3 or 4 more servings each over the next couple of days.

      And you don’t want to make this healthy. Trust me. Just go with it as is and then fast for 2 days ;-)

  5. 5

    Susanne — January 9, 2012 @ 9:16 am

    Since I’m a few hours behind Nashville time, I always see your blog on my feed first thing in the morning. Is it wrong I want this for breakfast? Looks amazing! I like fancy mac and cheese (add lobster, super fancy cheeses, etc) occasionally but something about a traditional homemade mac and cheese makes me soooo much happier. Thanks for sharing!

    • Beth replied: — January 9th, 2012 @ 9:20 am

      No, it is absolutely not wrong for wanting it for breakfast. I actually ate some of the leftovers for breakfast a couple of times. (and for lunch. and for dinner.) ;-)

      Ask Sherri about this dish…she had it with me at the first dinner party & again on NYE. She’s as enamored with it as I am!

  6. 6

    Allyn — January 9, 2012 @ 9:25 am

    I will be making this the next time my dairy allergic husband is out of town. Or just closes for a few nights in a row. Holy moly, so freakin tasty.

  7. 7

    Lacey — January 9, 2012 @ 9:36 am

    I wish I could reply above! My family is serious about their mac ‘n cheese-it kind of grosses me out. I miss the real deal!

  8. 8

    Elizabeth — January 9, 2012 @ 11:38 am

    I can’t wait to give this a try. I’ve tried several mac and cheese recipes and never found one I like. I even tried recipes with cauliflower in them! Thanks for posting.

  9. 9

    Angie — January 9, 2012 @ 12:48 pm

    This sounds like heaven in a casserole dish. Thanks for sharing!

  10. 10

    amanda — January 9, 2012 @ 1:30 pm

    milk, heavy cream, butter & three kinds of cheese? i can’t even begin to wrap my brain around all that. it sounds absolutely fantastic.

  11. 11

    ErinsFoodFiles — January 9, 2012 @ 8:37 pm


    I too recently had a mac & cheese experience. After ordering lunch or dinner from Puckett’s Grocery downtown about 1x a month or more at work since they opened, I FINALLY ordered their mac & cheese. HOLY COW, I have no idea what took me so long!

  12. 12

    Camels & Chocolate — January 10, 2012 @ 8:33 pm

    That DOES look like the best mac and cheese ever. Trying it soon!

  13. 13

    Bethany — January 12, 2012 @ 7:23 am

    WOW, looks amazing. Just found your blog through Pinterest – LOVE it!


  14. 14

    Diane — January 13, 2012 @ 3:19 pm

    When do you put the whipping cream in the recipe…can’t find it
    on the recipe

    • Beth replied: — January 13th, 2012 @ 3:36 pm

      Good catch Diane! Sorry about that. You add the milk and cream together in a pan to heat. I’ve made the correction in the recipe!

  15. 15

    Julie — January 15, 2012 @ 9:43 am

    This looks AMAZING!!! I am going to try it out! Also, I see you are from Nashville, I used to live there but moved to Iowa when I got married, however, we are definitely moving back in about 3 years! I lived in Old Hickory and Brentwood and I LOVE them both and everything there!

  16. 16

    Lona Walls — January 17, 2012 @ 1:44 pm

    Great post!

  17. 17

    lynn @ the actor's diet — January 21, 2012 @ 12:32 am

    WANT. i’ve never had bad mac n cheese, actually…

  18. 18

    Nothing Special Here! – Buttermilk Mac ‘n Cheese — February 7, 2012 @ 11:54 am

    […] Modified* recipe from eat-drink-smile.com. […]

  19. 19

    Megan — February 12, 2012 @ 12:53 am

    If I have to use regular nutmeg as opposed to fresh grated do you think it will impact the final outcome? Also, same amount? Thanks!

    • Beth replied: — February 13th, 2012 @ 1:45 pm

      Hi Megan,
      I just used “regular” nutmeg…actually didn’t even give it a thought. So, yes, same measure too!

  20. 20

    Sherry W. — February 23, 2012 @ 7:50 am

    You should really try alton browns stove top mace and cheese, it is the best !

  21. 21

    cheap poppers — March 3, 2012 @ 2:45 am

    Love your blog!

  22. 22

    invest liberty reserve — March 6, 2012 @ 4:49 am

    Hey There. I found your blog using msn. This is a really well written article. I’ll be sure to bookmark it and come back to read more of Eat. Drink. Smile. » Best Ever Mac & Cheese. Seriously. . Thanks for the post. I’ll certainly comeback.

  23. 23

    Dineen — February 2, 2013 @ 1:08 pm

    Just made this today for a baby shower and everyone loved it! So delicious!

  24. 24

    Melissa — February 25, 2013 @ 9:10 pm

    Can this be frozen, I am cooking for a large party and would like to freeze ahead of time?

    • Beth replied: — February 25th, 2013 @ 9:15 pm

      I’ve never frozen it, but I’m afraid it might affect the texture. I’ve had friends who’ve tried to tweak a few measurements here and there, and changed the types of cheese in the recipe and it’s just not as good. (and even they’ll admit that)

      So, for that reason, I can’t recommend veering from the provided directions. Sorry! If you do attempt freezing it, please let me know how it turns out.

  25. 25

    Time for Some Good Home Cooking - Mac & Cheese - Lover of Clothes — August 29, 2013 @ 1:15 pm

    […] to make and absolutely amazing in the end. I found this recipe on Pinterest which came from the blog Eat.Drink.Smile. Since the original recipe makes so much, I decided to only make half. This is seriously a lot of […]

  26. 26

    Lori — April 15, 2014 @ 8:32 am

    Seriously, I made this as a side dish for a family party last year and I think someone licked the casserole dish clean after it was gone, lol….. Going to be making this again for Easter side dish, simply the best!

  27. 27

    Jennifer — April 16, 2014 @ 12:43 pm

    Hi..I really want to make this I just have two questions..one..white cheddar cheese? I’m not sure I’ve ever seen this..where to buy? Will it be hard to find? Second..I think I would prefer the usual grated bread crumbs..do you think that would change the recipe too much? Will I have to adjust the baking time if so? I promise to come back with a review and also on pinterest!! -regardless- :-)

    Thanks for sharing..making me drool over here!

    • Beth replied: — April 18th, 2014 @ 9:11 am

      Hi Jennifer, white cheddar cheese is sold in blocks, usually right there with all the other cheeses in the gourmet cheese section. (It’s usually not where the shredded cheese is in the dairy section). The higher quality cheese does make a difference, so I suggest using it!

      As for the grated bread crumbs, it won’t quite give you the same texture, and the bigger chunks of buttery breadcrumbs are part of what I love about this mac & cheese! I doubt you’ll have to adjust the baking time if you go with grated, but just know that it won’t taste exactly the same!


  28. 28

    Mitzi — April 19, 2014 @ 11:14 am

    I made the recipe and froze in smaller tin trays for my later. It didn’t seem too affect it too much by freezing. I baked it while baking something else and it came out a bit chewy – I would adjust the baking time if I froze it again. For Easter I’m making it today and keeping it in the fridge to bake tomorrow. I’ll let you know how it turns out.

  29. 29

    Jennifer — April 21, 2014 @ 8:11 pm

    Ok! I made it exactly as you said…and everyone loved it. I come from a family of extremely good cooks. And we compete amongst each other and give honest and critical reviews. It’s not personal opinion that we’re good at what we do. Our reputations precede us and we are always asked to do the food at events..everyone..and I asked everyone..said if it wasn’t the best Mac n cheese ever then it was definitely one of the best. I say this not to brag..especially since this is your recipe not mine..but to add weight to the review. Everyone loved it but me lol. I thought it was great but the sharp was a little too sharp for me and i would either use less pepper or omit it. But again..that was only me. Everyone there said it was the best thing on the table for Easter..and that’s saying something.

  30. 30

    C Thomas — August 22, 2014 @ 11:44 pm

    This Mac N Cheese was outstanding. I didn’t want to 2nd mortgage my house on the purchase of Gruyere cheese so I used Asiago cheese, white cheddar and sharp cheddar. My husband isn’t a big mac N Cheese fan but he loved it! My son is a huge Mac N Cheese fan and loved it. He even took some to his girlfriend and she would love it and she is a very picky eater. I am sharing this on Facebook.

  31. 31

    Jamie — August 24, 2014 @ 6:13 pm

    Hi! This looks amazing and fairly easy to make. Do you think I can double the recipe and bake in a large glass rectangular pan in stead of two casserole dishes? Thanks for posting this recipe BTW!

  32. 32

    Mct88 — November 11, 2014 @ 7:54 pm

    I was only looking for a base for the cheese sauce. I used 3c of fat free milk because that’s what I had on hand. 2 1/2c of heavy whipping cream. I used sharp cheddar. Colby jack and ricotta. I added a little more sharp cheddar. The cheese sauce is the perfect consistency.

  33. 33

    katlyn — August 13, 2015 @ 9:34 am

    Same recipe I have been using and everyone who has had it loves it

  34. 34

    Kelsey — November 24, 2015 @ 10:52 am

    Hey Beth,
    I’ve been hunting for recipes that match the flavors and consistency I’m aiming for and I think this is it! I’m going to a super healthy Thankgiving in SoCal and was asked to bring something on the scrumptious side for those ready for some butter and cheese! Based on your experience if I make it, cover, and travel and hour+ before baking will it be okay? Also, I’m super sensitive to spice so I’m hesitant for the cayenne. Would you recommend maybe some white pepper or something else that’s a little less strong? Thanks!

    • Beth replied: — November 25th, 2015 @ 1:17 am

      Hi Kelsey, first, I’d just leave out the cayenne. It’s a tiny amount and while I don’t feel like it’s even perceptible, I wouldn’t want it to bother you. I also think it’s not going to greatly change the flavor profile if it’s missing.

      As for transporting after mixing everything together, but before baking…I’m not sure. I’ve always put it straight in to bake. How would you feel about baking it right before you travel? It could cool for an hour + and be completely fine. You could just reheat for 5 minutes in the oven when you arrive at your destination before serving. My only fear in not baking is that the pasta might absorb more liquid while traveling and change the texture, possibly making it too soggy. I’ve never done that before, so I can’t say for sure, but feel like maybe you’d be safer to cook then travel.

      Let me know what you end up doing and how it turns out! Happy Thanksgiving!

  35. 35

    Dineen — November 5, 2016 @ 5:59 pm

    I just wanted to say thank you! This Mac and cheese is super easy to make and every time I make it for friends and family it is a hit! It is my go to recipe for family gatherings and holidays.

    • Beth replied: — November 6th, 2016 @ 7:22 pm

      Hi Dineen,
      Thank you for letting me know you’ve enjoyed it so much! It’s definitely one of my absolute favorites!

  36. 36

    Jenn — November 23, 2016 @ 12:42 pm

    Could I prepare the night before, then bake the following day?

    • Beth replied: — November 23rd, 2016 @ 3:23 pm

      Honestly, I’m not sure. I’ve never tried that before, and I would be afraid that the texture of the pasta would change when refrigerated. If you try it, please report back on how it turns out!

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