Revolutionary Mac & Cheese

I found this recipe long ago and can’t believe I’m just now making it.  The neat thing about this recipe, is you simmer the noodles in the milk instead of using water then adding it at the end. It’s cheesy and the mustard gives it a nice depth of flavor. It still doesn’t top the blue box for me (I know, I know but I just can’t help that I love it so much) but it is a great homemade alternative.  I also made it a bit lighter by using skim milk, reduced fat cheese, and whole wheat pasta.  Feel free to go that route or use full fat ingredients for a super indulgent and decadent meal or side dish.  This can also be baked as well which I opted not to do but I think would be really delicious.  As a side dish this makes about enough for 4 people with no leftovers, so I would double it if you are having company over. *Since some of you have had a few issues with this recipe, I have added in some notes and edited the recipe below slightly on 6.13.12*

Revolutionary Mac & Cheese
Source: Cate’s World Kitchen  adapted from White on Rice

2 cups dried pasta
2 1/2 cups skim milk**
1 cup loosely packed cheddar cheese, shredded by hand
1 tsp salt
1/4 tsp dijon mustard, can omit and substitute nutmeg instead (for either, start with a little and add more to taste)
1/4 tsp. cayenne pepper (optional)


In a small saucepan, add pasta and milk.  Bring to simmer, then reduce heat to low and cook for 20 to 25 minutes, until pasta is soft, stirring frequently and ensuring milk does not boil.

Turn heat off, add cheese & salt & and stir to combine.  Stir in the mustard or nutmeg & cayenne a little at a time, to taste. Cover and let stand for a couple of minutes, then stir again and serve. If not creamy enough, add milk a little at a time, and gently stir.

If you would like to bake it at this point, place in a baking dish and top with a generous sprinkling of cheese. Bake at 375 degrees for approximately 10 minutes until cheese has melted.

As a side dish this makes enough for 4 people with no leftovers (can easily be doubled).

*This recipe is a bit tricky and depends greatly on the kind of cheese and noodles you use.  I have found that the shells work better than the elbow macaroni as they don’t absorb as much of the milk.  It also depends greatly on the heat of your stove.

*Hand shredding the cheese instead of using pre-shredded bagged cheese works better in this recipe as it melts easier and helps some with the graininess.  Also, this recipe is best eaten right away and not as good when reheated.

*Also, I’ve found that mac & cheese can depend greatly on your personal preference. Some like creamy, some like baked, others like cheesy. I love thinner, cheesier mac & cheese that is more like the blue box.  For that reason, this recipe is my new favorite and go-to mac & cheese recipe. For those that love a thicker, heartier mac & cheese, then this one is the one for you.

*Several commenters below have loved adding broccoli, diced tomatoes or jalapeno to give the mac & cheese a little more zing and amped up flavor. Also to help with the creaminess several have added in a bit of cream cheese or yogurt.

**Edited 6.13.12: I remade this recipe and found that by starting with 2 1/2 cups milk, the mac & cheese was a better consistency and didn’t get so thick.

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  1. This looks creamy and delicious….I can’t believe it doesn’t beat Kraft for you!

    • I know!There’s something wrong with me-haha! 🙂 This was really good though

      • NoThing wrong with you! I love Kraft mac n cheese. Have tried hundreds of homemade recipes over the years and always ho back to that little blue box. All i eat.

      • NoThing wrong with you! I love Kraft mac n cheese. Have tried hundreds of homemade recipes over the years and always ho back to that little blue box. All i eat.

      • NoThing wrong with you! I love Kraft mac n cheese. Have tried hundreds of homemade recipes over the years and always ho back to that little blue box. All i eat.

      • Kraft announced that they are changing their Kraft macaroni and cheese recipe at the beginning of 201! no more yellow dye, no more preservatives. not going to be the bright yellow mac & cheese we are used to. I’m so sa? why don’t they keep their original and make a healthier one for people who don’t care what Their food tastes like? LOL
        I went to Costco and stocked up on it so I’m good until the year 3000,

      • Kraft announced that they are changing their Kraft macaroni and cheese recipe at the beginning of 201! no more yellow dye, no more preservatives. not going to be the bright yellow mac & cheese we are used to. I’m so sa? why don’t they keep their original and make a healthier one for people who don’t care what Their food tastes like? LOL
        I went to Costco and stocked up on it so I’m good until the year 3000,

    • I made this a couple of days ago. No way am I going back to Kraft. After having this, my ceiling for acceptable Mac and Cheese has gone sky high.

      • Thank you!:) Glad it increased your mac & cheese ceiling!:)

        • Leslie bowman says:

          When the kids wanted Mac & cheese for dinner (and there were always lots of friends around to be fed, too….) the easiest and least EXPENSIVE waY for me tO get around the “blue box” Was to make a faked scratch recpie… Elbow mac, cooked + velveta (brick form in long yEllow/orange box, sliced up…you know the one!) melted into the cooked elbows (low range top heat setting, stirring continually, so nothing burns to the bottom of pan) yvia adding small slices, one @ a time along with some milk, till you get the CONSISTENCY you want.
          If it comes out too thick, add more milk.
          If it comes out too thiN, just keep slowly stirring & heating…it will thicken up!
          Not exactly a healthy choice, but when facing a mob of kids, that block of velveta always came in handy. And i never heard any comPlaints when i tossed in broccoli 🙂

  2. Ohhh this looks fancy. Did someone get a new camera? I can tell the difference!!! YUM!!!

  3. Congrats on your new .com! I love how cheesy this looks – yum!

  4. This looks amazing – I can’t wait for a cold, grey afternoon to make this! Thanks for sharing!

  5. I don’t like mustard. Have you tried it without? Is it just as good? Would love to find a good mac and cheese that’s easy and not from a box. Thank you for giving me something to try. First time to your blog. Saw this on TasteSpotting 🙂

    • Thank you! I haven’t tried it without mustard. It just adds another layer of flavor so I’m sure it would be fine to leave it out if you hate mustard. Thanks so much for visiting! Hope you like it!:)

      • amazing idea with the milk….
        i used low fat mayo, the good kind, for those that don’t like the mustard flavor. Though
        i do prefer the mustard.

        I have been making mine with caramelized onions…. add to the bowl just before serving…gives a bit more flavor.

      • I hate mustard too, but the flavor doesn’t come through in this. I generally use dry mustard rather than yellow mustard in my mac and cheese. You might like it too?

    • Laura, try a few dashes of white pepper or maybe even black pepper. I really like white pepper with cheese.

    • Hi Laura,

      Late in commenting here, but if you don’t like mustard, you might use mustard powder instead. I’ve never used actual mustard in my mac n’ cheese, only the powder — and it doesn’t even taste like mustard. It only gives the mac n’ cheese a little kick/zing, but since it lacks the vinegar of actual mustard it would probably be a much different flavor than the one you dislike. Just a suggestion 🙂

      • Macaroni and Cheesecake says:

        Great idea!!

      • I also hate mustard, and I mean really hate, but I used ground mustard (the spice), about 1/2 tsp. and didn’t notice any mustard flavor, just a depth to the flavor of the dish. I also added in a dollop of sour cream and two wedges of Laughing Cow Creamy Swiss cheese. It was super creamy and yummy.

    • The use of white pepper is a great option, but a little bit of nutmeg is really good with mac-n-cheese too.

    • I DESPISE mustard and I’ve used both mustard and ground mustard in mac & cheese and LOVE it! No kidding! It just adds a different flavor to the cheese and is really good. If you are nervous still about the mustard, try ground mustard instead!

  6. Thanks everyone! So glad you like it! Let me know if you try it!

  7. No wonder you like the box stuff better– try it with real cheese , cream and NOT whole wheat pasta

    • Good idea to use cream. I’ll try the indulgent version maybe around thanksgiving when I’m not watching the waistline as closely

  8. Doesn’t top the blue box?! Kidding… Your photos are completely mouth-watering!

    • Haha! It really was so good. I just have a strange addiction to that blue box. Guess I ate it too much as a kid!:) thanks so much for the great recipe. It really was fantastic!

  9. Your mac & cheese looks so delicious!!! ::drool:: I don’t know what it is about using the shells instead of noodles, but it makes it so much better. Maybe it’s because that’s what my mom always did when I was growing up. Congrats on your, too!

    • thank you! I agree about the shells! I think its because they hold more of the cheesy goodness!:)

  10. I am craving Mac n cheese now!

  11. Yum! This looks amazing and sounds delicious! I have to make this soon!

  12. Love the idea of simmering in the milk. Will definitely have to give that a try (save water, do less dishes – what’s not to like?). Re: the Blue Box – have you tried Alton Brown’s Stove Top Mac ‘n Cheese recipe? It’s really easy to make, not as heavy as other homemade recipes and is about as close to the box as I’ve had. We love it at our house! You can see it here:

    • This looks great! Going to have to try this for sure! It looks really close to the blue box. Thanks so much for sharing!

  13. I just make a basic bechamel sauce and melt a bunch of shredded sharp cheddar in it. I also throw in a splash of cooking sherry and let it cook off while the sauce bubbles and thickens. That’s how my mom taught me to make mac & cheese, and nothing else beats it. It’s super-creamy and cheesy and kind of sophisticated.

    And before anyone says it’s too much work, let me say that the macaroni takes longer to cook than the sauce. :p

  14. What a great idea! This makes preparing Mac’n’Cheese even more simple. More time for you and less dishes to wash. 🙂


  15. I really like your website.. really wonderful shades & theme. Did you create this internet site yourself? Plz reply again as I’m looking to create my own web site and would like to know wheere u received this from. many thanks

    • I actually had The Blog Fairy design my site. She’s fabulous! you can find her at

  16. I just made this mac and cheese to take to work for a potluck tomorrow. It’s good! I was out of Dijon mustard, so I used some stone-ground mustard , and I actually misread the recipe and added in a tablespoon of mustard rather than a teaspoon, so it’s pretty mustard-y. But I still thought it was good! I like the idea of using milk to boil the pasta rather than water – thanks for sharing!

  17. Paige Andrews says:

    This was fantastic. I added a small amount of grilled onions and jalapenos for an added kick. Yum! Next time, I’ll probably add some grilled chicken, as well. I felt that the servings were more like 4 small sides or 2 meals – or maybe it just looked too good that I had to eat half of the mac & cheese in one sitting! Thanks!

  18. love the idea of the milk..i will from now on always use milk in stead of water! the mustard flavor is a little odd, i would recommend mixing the cheese in first then adding little by little the mustard with tastings in between each addition. great recipe!

    • Stephanie says:

      I agree with you about the mustard…should be just a little at a time. Thanks so much! I will edit the recipe to read that way.:)

  19. I just found this recipe via Pinterest and will be giving it a shot. I’m like you — I have a strange addiction to the boxed stuff and have yet to find a recipe that I like as much. 🙂

  20. Not sure where I went wrong, I doubled the recipe but other then that followed it… it was good but it was REALLY thick and almost too cheesy… I had to keep adding more milk at the very end when I was stirring to get it creamier but it was still just way too thick… anyone else have this problem??

    • I’m so sorry that it was too thick/cheesy for your taste! I’m not sure what went wrong. I would suggest maybe start with a bit more milk at the beginning or cut back on the cheese a bit. Hope that helps!

      • Also maybe don’t let it stand as long after you add the cheese so it doesn’t thicken up as much.

  21. This was such a super yummy recipe. I’ve made it twice now and found that I needed to add a little extra milk at the first. I used skim milk and I left out the mustard. I added some Parmesan and a couple spoonfuls of sour cream at the end. Gave it a nice little zing. I liked the idea of adding a bit of onion to it as well. I might have to try that. Thanks for the great recipe! My husband loves it (me too!).

    • So glad you enjoy it! Great idea to add parm & sour cream! I bet that makes it extra creamy & delicious!

      • Quick question, I am thinking about making this and was wondering if I added greek yogurt it will still taste good, just to get it creamy? Also if I do at it when should I add it in the beginning or the end?

  22. I thought the pic was from a magazine. =) Really want to try this. I will report back. Thank you for this simple recipe.

  23. Making this tonight along with your Golden Graham S’more Bars!!! Being a little bad at the beginning of the week makes the rest of the week not so awful!! 🙂

  24. I can’t believe I never thought to do that before. Thank you for sharing!

    p.s. I’m with you – nothing will ever top the blue box

  25. I found this via pintrest i think and tried it out. My pasta turned out rather chewy almost similar to gnocchi…. has anyone else experienced this or is that just how it turns out because of the milk?

    • Macaroni and Cheesecake says:

      Hmmm…I’m not sure what happened, maybe it cooked a little too long in the milk causing it to become a bit gummy? Next time try cooking it for a little less time and taste it to see how the consistency is and then cook for a smidge more if needed.

  26. I made this, but when I added my cheese, it first melted and then kind of curdled. It didn’t stay creamy. Do you know why?

    • Macaroni and Cheesecake says:

      I would try adding in extra milk at the end or the beginning. I will make note of it in the recipe above.

      • Karyn Rich says:

        Mine curdled too but I didn’t add extra milk because there was still a large puddle of milk in the bottom of my pan

      • usually when it curdles that means you have overheated the milk or boiled the milk rather instead of simmering or simmering rapidly. When boiling the milk it will separate causing your end result to curdle.

    • I just made this, and it curdled too. Although I know mine was because the milk boiled (I got distracted!). Still tastes delicious, just doesn’t look so creamy and mouthwatering.

  27. I was in a bind with what to make for dinner tonight when I stumbled upon this recipe on pinterest. What a terrific recipe! LOVE IT! I omitted the mustard (because I hate it!!) and my family still loved it. My picky 18 month old ate a whole bowl. 🙂

  28. You can veganize this by using rice milk (any milk substitute will do) and veggie shreds “cheese”! Tastes AMAZING. I also added baby brocoli and cherry tomatos to give it some color and veggies.

  29. This was the creamiest mac & cheese I’ve ever made. I used the small elbow mac and real cheddar cheese instead of fat-free cheese. I added a 2 Tbs of non-fat plan yogurt to give it a little zing. Very, very good and easy to make.

  30. Made this tonight! I halved it, planning to have leftovers…and it was just enough for one meal! Haha…no idea how that would feed two, to be honest. I also left out the mustard, and used several kinds of cheese (including herbed goat cheese–nommm) and it was pretty awesome. Need to play around with proportions of cheeses but on the whole i loved this idea! Can’t wait to make it for other people too!

  31. Could I boil in advance and then bake it ahead of time? For say, Thanksgiving?

    • opps, sorry, I mean, make in advance, and then bake day of, for Thanksgiving.

      • Macaroni and Cheesecake says:

        I think you probably could as long as you are planning to bake it. I haven’t tried it though, so I’m not 100% sure. I know when I make stuffed shells I do the noodles ahead of time and it works fine, so I’m thinking it would work. Let me know how it turns out!

  32. I made this tonight, entirely dairy free! I am lactose intolerant so mac and cheese has become something of the pasty, so very unfortunately. I replaced milk with low fat soy milk and used soy based cheese and it was incredible. I also added some broccoli for added nutrition and I am not sorry that I did. Thank you so much for the recipe!

    • Macaroni and Cheesecake says:

      So glad it turned out great!

      • I feel your pain Lindsay! I am lactose intolerant too! Mac n Cheese is definitely and indulgence for me and a bit painful, but I just can’t help myself. I love soy milk, but have never been fond of the cheese (or ice cream).

        • I don’t know that either of your will ever see this, but there is no lactose in many aged cheeses such as cheddar. This used to be difficult to figure out because if the label said there were any carbs at all, you couldn’t be sure where those were coming from. Were they sugars (lactose)? Now, new labeling includes a line for sugars. If you pick up a a cheese and the label says 0g sugar, you can eat it. No sugar = no lactose. This has changed my life, seriously. After years and years without cheese – I can’t eat even a drop of lactose – I have found mozzarella, cheddar, Muenster, Swiss, Monterey Jack, pepper jack, Parmesan, etc. that I can now eat with no problems. I even found a cheese-filled ravioli with 0g of sugar so I finally got to have ravioli! You do have to stay away from softer cheeses – blue cheese, feta, etc – but I recently found a brie with no sugars.

  33. Hello! I found this recipe on Pinterest and I plan on trying it for Thanksgiving!! A friend of mine makes a REALLY good baked mac n cheese that has chopped bacon and sharp cheddar mixed in and is topped with cornflakes for a little bit of a crunch and I think that I’m going to make THIS according to the recipe and then embellish with the bacon and cornflakes and then bake!!! 🙂 Wish me luck… I’ll let you know how it goes!

    • Macaroni and Cheesecake says:

      That sounds fantastic! Love the idea of the bacon and the cornflakes on top! Let me know how it turns out!!

  34. It shouldn’t taste like mustard. Mustard is frequently added to cheese sauces because it enhances the cheesiness. Kind of like adding salt to a sweet desert. It doesn’t taste salty, just better. Really cool mac’n cheese recipe! And I can understand how it doesn’t beat the blue box. Sometimes you want something special and sometimes you want a yummy old familiar 🙂

  35. I’m so glad you admitted to loving Kraft Mac and Cheese. Everyonce in a while we buy it and sit around and eat it like starved wild animals. 🙂 I’ve got to give this recipe a try. Love the idea of simmering in milk. The starch from the pasta must keep the milk from getting wierd. I found this on Pinterest, glad to find your blog, I’m a new subscriber.

  36. Corey Milligan says:

    Revolutionary, indeed. I added my own twist when cooking this tonight, I didn’t have enough cheese to compensate for the amount required in the recipe so I used nutritional yeast on hand and it worked great! I added a bit of broth, the dijon mustard as called for, and the usual salt and pepper routine with a bit of garlic thrown in. I did all that before I added pasta to the pot and I think that’s what made this dish really good! Yay for one-pot recipes! Thank you for sharing!

    • Macaroni and Cheesecake says:

      Thats a fabulous idea! So glad you enjoyed it and great idea to add the seasonings before the pasta!

  37. Thank you so much for sharing this recipe! Tonight was my second time making it, and we love it! I didn’t finish it in the oven this time, and was more pleased with it without the oven finish.

  38. Hello! I am SOOO glad I found this recipe! I just made it, it’s sitting right now… and at first I was scared I’d messed it up because my noodles (tasting to make sure they were done) the texture was way weird. But then, I went ahead and finished the recipe. I used a box of Kraft Family Mac N Cheese, the kind with the cheese sauce pouch. Did the recipe as is, just used the cheese included with the box and WOW!!!! Cheesy, creamy, YUMMY!!!!! Oh my… I’m in LOVE!! I love Mac n Cheese anyways, but this is its super hot, famous brother!!! HAHA!!! YUM!

  39. Perhaps it was user error trying vitamin D milk vs 2% but it was faaaaaaaaaaaaaar too pasty for my taste. I even added extra milk and a little butter to thin it down. I can see it has a lot of potential, but I wasn’t pleased with my final result. 🙁

    • Macaroni and Cheesecake says:

      I’m so sorry it didn’t work out. I did use skim milk which is a lot thinner than vitamin D Milk so that could play a role. I would start with additional milk at the beginning if you try it again.

  40. I just made some for tonight and it is very good!
    I usually add picked jalapeno, scallions or green onions, and hot sauce (Siracha is good for this) to add the spice.
    This time, I just added green onions and it was still good. I’d definitely make it again with all the things above!


    • Macaroni and Cheesecake says:

      Great idea to use the green onions and I agree hot sauce would make it even better!

  41. I just made this! I used farfalle pasta, parmesan and mozzarella cheese, and whole milk (because that is what I happened to have on hand) and it is delicious! I actually had a little less than a cup of cheese and used a bit more milk/pasta and it still turned out tasty (I was worried it wasn’t going to be cheesy enough), perhaps because of the sharp flavor of the parmesan.

    Definitely am going to make it again!

  42. Oh wow- your site is totally ADORABLE!!! I dig 🙂 Found you on Pinterest!
    I’m a dessert critici at Dessert if you ever want to visit to find the best desserts on the

  43. I good substitution for mustard – for those who don’t enjoy the taste – and a way to add some depth to mac-n-cheese, is to add a wee bit of nutmeg. My boys love it that way! Just remember a little goes a long way 🙂

  44. Lisa Birdwell says:

    My boys LOVE mac ‘n cheese…can’t wait to try this! Sounds so scrumptious!

  45. Tried this tonight and loved it! I decided to add the baking time, because I love baked mac and cheese. I tasted a big spoonful right before I put in in the oven and it was delicious! Once it was baked, it wasn’t quite as tasty, but still super good. Next time I’ll omit the baking time. Thanks for sharing!

    • Macaroni and Cheesecake says:

      So glad you enjoyed it! Thanks for letting me know it wasn’t quite as good baked. I haven’t tried it that way yet and I think I’ll stick to just the stovetop! thanks!:)

  46. doesnt work well with gluten free pasta

  47. We tried this recipe not too long ago and it was wonderful! We posted the recipe on our blog (with a link back to you, of course!). You can check it out here:

    Hope you stop by our blog soon! We love your recipes!

    • Macaroni and Cheesecake says:

      So glad you enjoyed it! Love that you added tomatoes & broccoli. I love your blog, those s’mores cookies look fantastic!!!

  48. Had a rough time heating the pasta in milk with a gas stove. Even at the lowest setting, it would boil and evaporate.

    • I’m so sorry you had such a hard time with the milk boiling & evaporating.

      • When you’re using a gas stove, the different burners generally put out different BTU’s. If you are having trouble keeping your sauce from boiling on your front burners, try using the smallest of the back burners. The smaller burners burn much cooler. (0=

  49. Found this recipe on your site through a Pinterest pin.. Glad I did! Thanks so much for sharing.

  50. Dannielle says:

    Okay so I made this tonight for dinner and it was very yummy. Some suggestions if you don’t like dijon: Old Bay, Chicken seasoning, or Montreal seasoning. I actually made a double batch and had to use five cups of milk to cover the pasta (I used corkscrew), but it thickened really nicely during the “rest” phase. I also used skim milk. Will make this again. 🙂

  51. Shannon Vail says:

    this is very good! I found that i needed to add more than 2 cups of milk when using skim to keep it from getting too thick but it worked just the same 🙂 … I also added some parmesean cheese, pepper, basil, and rosemary seasoning and a little spray butter. So good!

  52. sad to report that i didn’t have much luck with this recipe 🙁 first, i cooked the noodles on the smallest flame on my stove but the bottom burned! and i didn’t notice til i was almost done cooking. bummer. after stirring the cheese in, i tasted it and the noodles were hard/gummy. so i threw it in the oven, and i haven’t tried it yet. hopefully the oven will help cook the noodles a bit more or at least made it more edible. i added a lot of extra milk, maybe a cup or more extra to try and combat my issues but it just didn’t work! so sad.

    • I’m so sorry it didn’t work for you!!

    • Krystal C says:

      I also didn’t have much luck with this.. came out very thick and texture-y. I used sharp cheddar however and thinking perhaps that was the issue? It was very bland, so I added a little colby jack but didn’t help the texture. I am going to try to add some cold milk to it when I reheat it and hope it fixed issue. Also, I used skim, which I have trained myself to use skim but for cooking I usually go back up to whole or 2%. Anyone else get this texture/thickness issue? Suggestions?

      • So sorry it didn’t work for you. I’m going to try making it again soon and see if I can figure out the texture problem some people are having. Thanks!

        • Krystal C says:

          thanks! i added some cold (skim) milk when i reheated a bowl but that didnt change it mich.. what type of cheddar did you use? i used sharp and mild…and im thinking that was issue..

          • I used a four cheese Mexican blend because that’s what I keep on hand. Maybe try adding in a bit of cream cheese to help with the creaminess. also maybe don’t let it set covered after cooking so it doesn’t get as thick. Hope that helps!:)

  53. This looks delicious! I would love if you shared this in our comfort food Blog Hop. We’re giving away a prize from Wilton to the blogger with the most “likes”, come check it out! 🙂

    Sarah @ RecipeLion

  54. This looks DELICIOUS! Thank you!!!

  55. When this recipe says “dried pasta” does it mean uncooked??

  56. Made this tonight with skim milk and orecchiete, and it was great. I also don’t recommend baking, the sauce thickened up too much. My one year old also loved it (like mother like daughter!) Next time I’ll add broccoli!

  57. My girls love it when I make “homemade” mac n cheese. We’ve never been fond of using shredded cheese because of the oilyness of it. VELVEETA is our “staple” always. Even though I am lactose intolerant I still eat this as I just can’t help myself. (and deal with the consequences later) Velveeta is not a “healthy” choice so this is a once every 3 months indulgence. I LOVE the idea of cooking the pasta in the milk versus water who would have thought?!?!

    Question though: do you cook your “blue box” mac n cheese in milk too versus water?

    • Macaroni and Cheesecake says:

      Hate you are lactose intolerant!:( Nothing wrong with using velveeta, it definitely makes things creamier. One of my favorite dips is velveeta with rotel! The blue box I just use the water. Have a great day!

  58. Alexandra says:

    Thanks for sharing this. I made this for dinner tonight for my daughter and I. I also added some margarine but I dont know if that made any difference. Probably not, but it felt like the right thing to do at the time 🙂 It really is super yummy!!!!! I am so shocked that a recipe as simple as this could turn out so well. Thank you again soooooooo much!!!!! Xxxxx

  59. I found this recipe via pinterest and had never made Mac and cheese before but was VERY disappointed… Kept having to add milk and the mustard taste ruined the whole
    Thing, had to throw the whole dish out– maybe would of been good without the mustard!

  60. I just shared this recipe on my blog, so great! I can’t wait to try it. Check it out here:

    I’m a new blogger and would love a shout out!! 🙂 Thanks for the great ideas!

  61. I probably ended up using 3 cups of milk, a tbs of cream cheese, and still came out dry… tastes like noodles with a hint of mustard. =(

  62. Just made this tonight. X 1.5 for all ingredients since I wanted to make sure I had enough to feed the 2 hungry Marines that I live with as well as myself (even though I’m the only one home tonight). Turned out great! A little salty for my tastes, but that was my own fault (added a little too much salt, oops!). Very easy and yummy! Will definitely make it again! Thank you!

  63. I whipped it up in no time and my 3 year old loved it. I added some broccoli and a dollop of ricotta, delish! This is certainly a winner at the end of the day when you are time poor.

  64. Have I said how much I love this dish? I’ve made it so many times – and it’s great to change it up. It’s so versatile – tonight we did 1.5 c heavy cream + .5 c 2% milk, stirred in some grated romano, poured that into 2 bowls, topped all of that with some hard, salty cheese and popped them in the oven to brown up the top. Woooohooooo! But honestly the original recipe is fantastic, and we love love LOVE it! Thanks for sharing 🙂

  65. I substituted the mustard with 1tsp of jarred chopped garlic. I added it to the milk (along with the salt) from the start. It was fabulous and gave the depth of flavor without being mustardy. This is the best lite mac-n-cheese recipe I’ve used…and I’ve tried a ton! I also used shredded sharp ched because that is all I had.

  66. I found this recipe on Pinterest and love the revolutionary idea! I made it the day I found it with Velveeta – really creamy!! I also make it with whole milk to add a little to the creaminess. Tastes great & saves on dishes!!! Thanks so much for posting this! I’ve been craving mac & cheese for a couple of days now, so today I’m using this recipe for lunch! Only I’m going to try a mix of cheeses… Cant wait till its ready!!!

    • So glad you enjoyed it Amanda!

      • It did come out great. I used Colby/Monterey Jack cheese, sharp white cheddar, & some medium cheddar cheese. The cheese didn’t melt at first, so I added some heavy whipping cream (just happened to have some on hand from a different recipe) & cooked it over medium heat for about 5 minutes. Came out really good & very creamy. I also reheated it later for my 1 year old & she loved it!
        Although, I agree with you about the blue box!!! My husband & I love the box!!!! And neither of us have ever found anything that beat it! (But this is a good recipe for a little variety & can’t beat using less dishes)

  67. I used a little nutmeg instead of mustard and it was yummy!!! = )

  68. Katherine says:

    I made this using dairy free ingredients and we loved it! It was the first mac and cheese my daughter (who has a dairy allergy) has liked! SUPER easy and tasty. I added some non-dairy cream cheese and it was perfect. Thank you!!!!!

  69. Wonderful recipe! I’ve made this a few times now. I like to double it and use a mix of shredded sharp cheddar and colby jack. I add a can of green chiles and a bit of margarine and bake it when it’s done. My husband loves it. I am a mac & cheese fiend so I was very grateful to find this easy and delicious recipe. Thanks!

  70. I just saw this on Pinterest and yum! I’ve tried cooking it in milk before, and it makes a big difference. This is going on the list of recipes to try now!

  71. I have kind of a stupid question, does it matter if you use sharp cheddar instead of just plain cheddar??

  72. H. Acheson says:

    By “2 c. dried pasta” I assume you mean 8 oz. uncooked pasta per cup (resulting in 4 c. cooked), regardless of the pasta used? Volume varies by pasta, e.g., 2 c. uncooked elbow macaroni isn’t 8 0z. but 10 oz. and 2 c. uncooked egg noodles is closer to 4 oz. Should I be aiming for 4 c. cooked pasta, regardless of the ounces?

    Thank you for unleashing this recipe upon the mac & cheese-loving world, by the by. I’ve been experimenting with dairy-free mac & cheese for several years now (Husband has a dairy-allergy but missed this favorite dish). Obviously I’m a bit technical about my recipes, too many experiments gone awry because the pasta to cheese ratio was off, for example. 😉

    Thanks for whatever further information you can provide! Even if you just shrug your shoulders and tell me to experiment with different pastas on my own…

    • It’s been a bit since I made this but I think I actually just measured out the dried pasta into a measuring cup and I used shells and the original recipe used bow-ties. So I think if you measure out around 2 cups into a measuring cup you should be good. I’m thinking it probably is 8 oz. per cup but I’m not very good at math!;) Hope that helps and hope you enjoy the recipe!

  73. Colleen says:

    This tastes delicious! I added italian bread crumbs and crushed cheeze-its to the top (college recipe addendums ;))

    Thanks for the recipe!

  74. BellaMc says:

    I just made this yummy meal for me and my fiancé. I added steamed broccoli to it and popped it in the oven to bake, it was delicious!!! Btw I found your recipe on pinterest and this was my first recipe pin I’ve attempted! I will be making many more of your recipes! Thank you !!

  75. I would love to try this recipe..will add cooked crumbled bacon to it as well. Found it via pinetrest. (a canned diced tomatoes is another idea if in the mood for that)

  76. Wow- this was a great recipe!!! One that the whole family enjoyed immensley- from the 1 year old to a friend that’s an executive chef (he said: “Wow, this s… is really good!”). I think I’ll have to make this a regular. Thanks!

  77. Lori Hoover says:

    I want to try this recipes but I need to know if this would work in the crockpot. I work full time and would like this to be ready for my Husband to feed the kids on the one night that I work till 9pm. Do you have any suggestions on how to make this work,

  78. Melissa says:

    do you know how many calories would be in a serving?

  79. Found this on Pinterest, have tried it a couple of times. Yummy on the first night! 🙂 Unfortunately it dries out and becomes quite pasty as leftovers. I have to add a tablespoon of milk every time I reheat a serving and it dilutes the cheesy-ness. Going to go with the general trend of comments and add more milk from the get-go. Four out of five stars, though!
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  80. Great recipe! Thanks so much for sharing it! I found it on pinterest. It’s much easier than my usual way of cooking the pasta and making a separate white sauce with cheese. By cooking the pasta in the milk you get to leave all the starch that leaches out of the pasta in the cooking liquid so you can skip the white sauce! I’m gluten free so I made this with Tinkyada rice pasta and it worked great. To respond to previous posters who complained about it being too dry, no matter what kind of pasta you make, as it cools it dries out, and of course you would have to add some extra liquid when you reheat it. Whenever I make pasta I always reserve some pasta cooking liquid to add back into the pasta to loosten it up. Having to add more milk doesn’t mean the recipe is flawed. The recipe says to add more milk anyway. It’s just the nature of pasta. Thanks for the great recipe!

    • Thanks Kaylin! I really appreciate that! Great idea to reserve the pasta liquid for the end to loosen it up. I will definitely have to try that!

      • I can’t take credit for that idea – I learned that from America’s Test Kitchen. They always have fantastic ideas!

  81. Kristen says:

    I too came over from Pinterest, and made this mac for dinner tonight. I used whole wheat shell pasta, omitted the mustard, and added pepper and garlic with a bit of parmesan. It turned out amazing!! This was such a fast and simple recipe, I will definitely be making it again! 🙂

  82. Fantastic!
    I used a sharp white cheddar and finely chopped some peppered, uncured turkey bacon!
    Super simple and I totally recommend this recipe.

  83. i found this on pinterest and this looks AMAZING! but has anyone tried putting hamburger in it?? for some reason im craving mac n cheese with hamburger and didnt know if anyone would recommend that with this recipe. anyways im making this for dinner it looks so yummy!

  84. Pinterest also! I made it with fontina, gruyere, sharp chedder and gorgonzola. Baked and devoured! Thanks for the recipe!

  85. Maybe you can help me out with a possible mistake I may have made. I made your mac and cheese last night and found the dish to be VERY starchy; I think this is why the steps of boiling and draining are taken any other time that pasta is made? Also, I may not have cooked the pasta long enough, although I cooked it for 25 minutes and stirred constantly so that the milk would not scorch at the bottom of the pot, but the pasta was chewy instead of soft. During your trial and error experimenting, did you find a way to correct these issues. I did like the sweet flavor the dish has from being cooked in the milk. Thanks a million for any advice. If someone has the time to stand over the dish and stir to prevent scorching then this could be a great dish; but otherwise, it actually takes twice the time as other homemade mac and cheese dishes so cutting out the boil and drain steps doesn’t really seem practical. Thanks a million for any advice you can give!

  86. Samantha says:

    I willbe making htis for the kid for lunch today:) thank so much for the idea!!!!!

  87. Samantha says:

    Ok, So i made this for my boys (4yrs and 9months) They LOVED IT but to me i dont know why but it kinda had an almost powerd texture to it, i added cream cheese but not much had change, but thats ok i added Bacon bits to it

    • Glad your kids enjoyed it! So sorry it had a weird texture for you. I’m hoping to make this this weekend or next week to see if I can figure out some of the issues some people are having. Thanks!:)

  88. Brilliant! I just made it tonight and it was easy and delicious! I added a slice of American cheese and a dash of paprika and black pepper instead of mustard, and we LOVED it! Thanks for posting such a yummy recipe!
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  89. Meredith says:

    Going to try this tonight! I have 2 VERY picky eaters, who love Kraft…but I am going to see! This looks so yummy!!!

  90. I saw this pop up on pinterest this week also, today’s the day I’m experimenting with it! I have to admit at about 15 minutes into simmering the pasta I didnt think it was going to work but at 20 min the pasta was nearly cooked! I added mustard powder, salt, and pepper together with the cheese.

    Then Mixed it up, added chopped jalapenos and diced tomato. Popped it in a baking dish, topped with a handful sprinkle of cheese and 1/4 cup breadcrums + butter. It’s in the oven now for 10 min already and I WANT TO EAT IT! 🙂

    The true test is it my Dutch boyfriend will like it, he hates mac & cheese but never had it “homemade”.

  91. I tried this with a slight modification-I substituted the cup of low-fat milk with the following: 1/4 cup of half & half, 1/2 cut low salt chicken broth and 1/4 cup water. I also tried gruyere and parmesan for the cheese.
    It was AWESOME! Thanks so much for this oh-so-easy and tremendously yummy recipe.

  92. I saw this on Pinterest today, it looks so good, I will make it for dinner. Thanks!

  93. Kristie says:

    I’m super excited to try this! I plan on adding hot sauce, diced tomatoes, and chives, and then bake it with breadcrumbs. Served with some roasted asparagus, it should be amazing.

  94. Christine says:

    I just tried this out as a dinner side. It definitely exceeded my expectations! I was scared of curdling and stringiness because there is no separately cooked roux, but I found as it simmered that the starch from the pasta does the job without the extra steps. I used brown rice pasta and smoked cheddar cheese (my husband’s fave for mac & cheese). I’m also thrilled that this technique doesn’t use up a ton of dishes or the oven — perfect for the summer! Thank you!

  95. jeninga75 says:

    I just tried this tonight. While it was tasty, I have a question. Is it better if you use freshly grated cheese? I used some Kraft chedder and jack pre shredded and it was very grainy. The stringiness (is that a word?) went away after letting it rest for a few minutes but it was still grainy. This has always been my problem with homemade mac and cheese. I added a little more milk and 2 slices of processed cheese and it became a little smoother. Again, the taste was great, but that grainy thing has always been a problem. Am I doing something wrong?

    • Kristie says:

      This is funny, since I actually love the graininess of homemade mac and cheese.
      I think it just happens when you use real cheese as opposed to processed stuff!

    • I’m going to try and remake this this weekend and see if I can figure out some of the problems some people are having. Sorry it was a little grainy for you!

      • jeninga75 says:

        I think Kristie is right. I think it’s the difference between processed and real cheese. I’ve used pre-shredded and hand shredded a block and it still turns out grainy when I do the roux method. But if you can tell me what I may be doing wrong, that would be awesome. Also tried a double boiler method kind of like yours except you cook the pasta first and use the double boiler with milk just to melt the cheese slowly, again, same texture.

  96. Sounds truly delicious!
    Think you Could crockpot it?!?

  97. This looks fantastic. I am definitely trying this tonight. It looks so easy. Random question….. do you have any idea what the nutrition facts would be for something like this?

  98. I made this, and I’m sorry to say that it turned out very bad. I had to keep adding milk the entire time the macaroni cooked because the milk kept cooking away. And, even after the 20 minutes the recipe calls for, the macaroni was still not cooked. I gave it a few more minutes, added the cheese, salt, mustard, and it was terribly bland. My daughter who loves mac n’ cheese had one bite and hated it. I’m not sure what I did wrong (I followed the recipe exactly), maybe because I’m at sea level, I don’t really know. I had to throw it out.

    • I’m sorry this recipe didn’t work for you, Teresa. I’m not sure what happened, maybe that the milk got scalded or the heat was a tad too high and that’s why it kept evaporating? It could also depend on the noodles you used, since I used shells that may have made a difference in the cooking time. If you try this again, maybe add in more salt, freshly ground black pepper and some paprika or cayenne to give it more of a punch of flavor.

      • Thanks for your response. I kept it at the lowest setting (electric stove), and I used a stainless steel pot (not non-stick). And I used elbow mac because I was out of mini shells. Box said 10-12 min. regular cooking time. Is the milk supposed to stay put as water would?

        • The milk will evaporate some, but not completely. I did read a lot of the comments on the original source’s blog and several said they added a little water at the end to finish cooking the noodles. I am going to make this tonight and divide the batch and make it two different ways to see if I can figure out what may be happening. I will let you know what I find out. Hopefully we’ll get it figured out. 🙂

          • Teresa,
            I tried two different versions and found that shells work better than the elbow macaroni and doesn’t absorb the milk so fast. I also found if you start with 2 1/2 cups milk it helps it not to be so thick and then you can add a little more at the end if you still find that you need to thin it out a bit. And I had to cook the noodles about 25 minutes as well. Also, using a block of cheese and shredding it myself seemed to help with the graininess, though there was still a little bit of graininess that sometimes comes with homemade mac & cheese. If this recipe wasn’t your favorite, may I suggest this one? It’s my new favorite. Hope this helps!

  99. I wanted to let you all that have had trouble with the recipe know that I have made a few changes to the recipe above as well as added some notes. Sorry if you’ve had any trouble with the recipe and hope this helps!

  100. Hiii. I made this today and I have to tell you omg it was Delish!! I will definitely make it again. Thankyou 😉

  101. I love the method and have done something similar when making vegan mac and cheese. Simmer the noodles in coconut milk until the milk is all but absorbed and the noodles are al dente, add mustard, nutritional yeast, paprika and a little bit of daiya dairy free-soy free cheese, et voilà! it’s very yummy and is great for those poor lactose intolerant people out there (like me).

  102. Amber Lynn says:

    I tried this last week (before your most recent update) and maybe is was the lack of milk, but this wasn’t the greatest. 20 minutes wasn’t long enough to fully cook the pasta so that made the dish take longer. It was definitely thick and had an odd taste after only sitting for a few minutes before we were able to serve (sometimes everything isn’t all done at the same time). This recipe might work well for some, but it seemed to take a lot more milk & time than it was worth. Just giving some honest criticism based on my actual experience & not just by looking at a photo because mine didn’t look as delectable as pictured either. I’d much rather boil the pasta in water for less than 10 mins, and stick the mac in the oven for 10-15 minutes if I’m making from scratch. :-\

  103. Somehow, I missed the notes section when I printed this recipe. My sister found it here and forwarded it on to me. I made a total mess of it. Tragically also doubling it so I had double the mess. We always use WW pastas..and I used WW elbow mac for this. OMG…I screwed the pooch. It kept absorbing and absorbing and absorbing milk… I made glue basically…raw tasting glue. The noodles tasted perfectly craptastic.

    I think I should try it at least one more time with regular (not ww), SHELLS. Because I am totally in love with the idea of a one pot mac that has very few ingredients in it. I’m sad…but willing to go back to the drawing board.

    I’ll totally post this and the link to the blog on my blog though…I bet others will be more successful than I was.

  104. My son and I did not care for it at all. We’re with Amber…the flavor just wasn’t there. Too starchy & runny for us. Before I throw it out, going to pop it in the oven. Sure hope this will save the recipe. Hate losing all those ingredients. Wish me luck!

  105. America’s Test Kitchen’s red cookbook has a similar version but you use evaporated milk instead of regular milk which adds lovely texture and the cheese doesn’t curdle. My family liked it a lot.

  106. Note….. I made this with rice noodles (I’m allergic to wheat) and it turned out really good still. Rice pasta takes slightly longer to cook, but it was great. Swap out the noodles and you have gluten free mac and cheese. 🙂

  107. Really good!! Just finished serving this to my family for supper!! 🙂 They really liked it! I used rotini noodles and whole milk. Doubled the recipe cause we like leftovers to send with the hubby for lunch at work. Probably could have done without doubling it tho, there are a few days were of leftovers for him!! lol 🙂 It is very very filling. I also added a can of diced tomatoes, some frozen peas (maybe 1/3 of a large bag), and 2 cans of tuna, one drained and the other not so much. I tasted it before I added the mustard, it definitely needed that layer of flavor. I did add a bit more water (besides the tuna juice) to thin it down as it was very thick, and next time if I may cut the simmer time down by a few minutes as the noodles were a bit to done by the time I finished adding all the mix ins. As someone who will usually choose home made over box in a heart beat this is a definite keeper!!! Thanks for the recipe!! (came across it on Pinterest)

  108. This is seriously one of the best recipes I have ever used. It was fast, easy, and delicious.

  109. Made this the other day with penne pasta, and it was awesome! Even my toddler ate it, and she hates pasta at the moment.

  110. I just had to try this recipe! I absolutely loveeee mac and cheese and I found this one on Pinterest. Unfortunately, it did not turn out well for me. I loved the flavor, but the sauce was very runny. It was basically soup. I did cook the pasta for around 25 minutes, and the shells were soft but none of the milk had evaporated. I also tried adding some sour cream but that didn’t help at all. I really want to try making it again; any ideas where I went wrong?

    • Sorry it was too runny for you, next time maybe try using a little less milk and possibly cooking it at a slightly higher heat, but taking care not to scald the milk. Hope that helps!

  111. Bridgette says:

    Just made it and it turned out awesome thanks

  112. Cynthia says:

    I found this recipe on Pinterest and made it to take to a 4th of July cookout. I used two boxes of shell pasta (1lb. each) with 4 cans of evaporated milk (6 cups) and 2 cups of water. It took about 30 minutes to cook. Then I added the cheese, salt, pepper and cayenne but left out the mustard. It was fantastic! There wasn’t anything left at the end of the party.

  113. Charisma says:

    I love this!! I tried it with a few tablespoons of greek yogurt at the end and instead of all cheddar I used half pepperjack/half cheddar and it was awesome! Thanks 🙂

  114. Definitely be careful about the Dijon, guys! I used just a bit too much and mine was ruined.

  115. Oh! So glad I found this on Pinterest today. Hubby is gone for the night and he’s gonna miss out! (o: Looks like the perfect dinner. Thanks.

  116. I just made it and am eating it right now. It is so easy and delicious! I made a few changes (so its not really the REAL recipe) but it is still really good. Thanks for sharing!!

  117. i just made this recipe as is (post updates)… it’s not even off the stove yet and it’s delish. I know salt helps thicken the sauce but if you can get away with a tad less, i would. it’s a little saltier than i would like. I must say, it really is a homemade version of “blue box” mac & cheese! If you want it thick i would cut 1/4 cup milk. Enjoy!

  118. I have 41 years cooking experience and this was a big time fail for me. 2 cups pasta to 2 & 1/2 cups milk was NOT enough liquid. I had to put more & more milk and cheese since the pasta wasn’t cooking as fast as the milk was absorbing. Another Pinner also said that hers curdled. In the end, we (My husband has 26 years cooking experience) dumped it all ! What a WASTE of our time. We’re amazed that it worked for some and not others esp. with the pasta to liquid ratio.

  119. Kristen says:

    Omg… I just made this and have found my new favorite comfort food. It has the exact texture/creaminess I love about the more “restaurant” style mac n cheese….. I thought I had more shredded cheese than I actually did, ended up using a few slices of low fat american, delicious!!

  120. Sandra Hughes says:

    Wow, was this a quick meal for being homemade, and my son loved it. I’m so glad I found this. I put a some Italian bread crumbs on each bowl and popped them in the oven for a couple of minutes with some extra cheese. You would think I was cooking on this all day. Thanks!

  121. Can you use gluten-free or whole wheat pasta with this?

  122. I loved finding this recipe today. I just made it with some imported Italian pasta, and have added a chopped tomato and smoked salmon, and good Irish white cheddar… YUMMMMM! Thank you for your super blog. (-:

  123. I wasn’t a huge fan, just because I like my mac n cheese more thick and a lot less creamy, I tried adding more cheese, but it was definitely the milk that did it. I will have to tweak it more to my liking. Thanks!

  124. This didn’t work for me at all. It was WAY too runny, had to pour out some of the liquid and make a roux to thicken.

  125. I found this on Pinterest, made it the first time prior to the added milk adjustment and liked it a lot. Then made it after the change and love it even more!!! I make 2 batches usually, 1 gluten free for my daughter and another regular for the rest of the family. Being able to make it in one pot (each) is so much easier. Why anyone would make it out of a box now is beyond me 🙂

  126. Found this on pinterest just tried it for dinner and loved it yum 🙂 so quick and easy

  127. Katy Harper says:

    I used whole wheat pasta, skim milk, and a reduced fat cheddar cheese with a little dijon. It was good, but I suggest using real cheese next time! The reduced fat cheese didn’t blend as well as I had wished. Thank you for a great recipe!!!

  128. Cristina Brooks says:

    Hey! WOW you have a LOT of comments! I’m making this for a second time and using Havarti cheese (Deli reccomendation) it’s supposed to make it SUPER creamy! I’m quite excited about it =) I’m gonna throw in some seasoned grilled chicken as well. Cuz chicken mixed in mac and cheese is like a guilty pleasure to me…some things in life are just better all mixed up! =P

  129. I’ve made this a number of times-I just love it! I had no milk the last time I made it, so I substituted plain soy milk and chicken broth. I was a little apprehensive, but it turned out FABULOUS! I couldn’t believe it was just as good as using milk!

  130. Alexandra says:

    I’ve found that it helps if you soak the noodles in the milk for an hour or so

  131. has anyone tried rice milk? or the nutmeg?

  132. Jennifer Davis says:

    I increased the milk as noted and doubled the recipe, being careful to not let the milk come to a boil or scorch. What I ended up with was macaroni “soup.” Also, I went to a lot of trouble to locate “vermont” white cheddar cheese, which was rather expensive. None of this seemed to matter. I drained off some of the milk, added the cheese and some nutmeg. The nutmeg was an awful idea! In short we didn’t like anything about this dish.

  133. We’ve been making a similar mac and cheese for years. The secret to cheesy-but-not-too-thick sauce is cooking the pasta in a mixture of milk and water:

  134. If you really want an over the top taste explosion…add a couple of drizzles of white truffle oil! Seriously, you will thank me later!

  135. Do you have to use skim milk? Have you tried it with 1 or 2% Milk before?

    This recipe also sounds great with bacon sprinkled on top or roasted sliced tomatoes. I can’t wait to try this!

  136. Forgive me if this one’s already been asked: is the mustard supposed to be prepared mustard or dry mustard? I’m going to make it with nutmeg tonight because I’m too impatient to wait for an answer, but for next time…! 😉

  137. I wanted to be able to print your recipe, but when I went to the button “print friendldy” I kept getting something about shucking an oyster.

  138. Hi!

    I am wondering if anyone has tried this in the Crock-Pot?
    I love the idea of using skim milk instead of condensed!!



  139. Valerie Jamieson says:

    This is our family’s new go-to mac and cheese. And I have some picky eaters. Yum! Thanks!

  140. I’m cooking this in my crock pot, we’ll see how it turns out! Hopefully it will be a huge success! Have you ever done it in a crock pot before?

  141. I made this with 2 cups 2% milk and 1/2 cup half-and-half. It is sooo good and creamy. Do it!

  142. I’ve made this multiple times with multiple noodles. My kids love it all the ways I’ve made it, but there have been times it was chunkier than others. Tonight I had some heavy cream I needed to use up so I used 3 cups heavy cream and 2 cups skim milk. I have always used skim milk since that is what we drink/use. This is the creamiest its ever been. I don’t want to think about the calories 🙂 We use gluten free noodles since one child is GF. They work wonderful. This recipe has changed our lives when it comes to mac n cheese. Thanks!!!

  143. This recipe is ABSOLUTELY perfect!

  144. just made a batch of this mac n cheese this afternoon using 2% milk and gruyere and Vermont white cheddar with a touch colby. I did use quinoa pasta shells but it came out great with just an extra 1/2 cup of water for the quinoa which is very starchy.

  145. Kimberly Brand says:

    Have you tried to bake it?

  146. Ellen Jones says:

    This is somewhat similar to my homemade mac & cheese. I too love adding a dash of nutmeg. I also use black pepper and cinnamon. Sharp cheddar cheese is my favorite.

  147. Not sure what I did wrong, but this turned out awful! It was gritty, flavorless, just kind of icky. I did the extra cheese on top and baked it, and those shells with the baked cheese were the only ones with any flavor. But I’m a sucker for mac & cheese, so I’ll try it again!

  148. I still like the blue box better too 🙂

  149. This is seriously amazing. I make it all the time!! I usually add a little more cheese and crushed garlic. Such an easy dinner idea.
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  150. Kelly Jordan says:

    Add a can of chicken (or fresh) and corn and you have my son’s favorite meal…

  151. I was tickled by your use or the title “Revolutionary” since this is much like a recipe attributed to Tomas Jefferson.

  152. This recipe ruined my pot 🙁

  153. Has anyone tried it in a crock pot? If so please share results. I can’t wait to try this, I prefer a creamier mac & cheese so this looks yummy.

  154. Made this today and loved it! I also hate mustard but I followed the comments recommendation to add it anyways and I’m glad I did. Next time I’m going to use extra sharp cheddar cheese for more flavor. This recipe is a new favorite. So creamy and cheesy. Even my husband who only likes Velveeta mac and cheese loved it.
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  155. I’ve pinned a lot of your recipes and am looking forward to trying this one tonight for my kids before heading out again tonight. I’ll let you know how they (and I) like it:)

    • It was good, but the kids and I agreed it was a little bland. I think next time I will use sharp cheddar instead of mild and add more dijon mustard. Keep the recipes coming! I’m having fun trying them.

  156. Panera’s actual secret, the mac and cheese is made with white cheddar. 😉

  157. This is the best mac and cheese ever! I used a 3 year old sharp cheddar and a smoke gouda! HEAVENLY!!! I was a die hard kraft girl…until now!

  158. I have been dying for a Mac & Cheese that is like Panera’s, and this looks about right. That Mac & Cheese is THE best EVER. Mac& Cheese has always been my favorite food. <3 I'm not a Kraft person though. I prefer Velvetta (although I buy the organic version) much more.

  159. Just made this gluten free & vegan! Exactly the same, except I used 2c Tinkyada brown rice shell pasta, 1T Earth Balance “butter” and 2 1/2c unsweetened almond milk, then stirred in 1c of Daiya “cheddar” shreds. I also added a few dashes of chipotle Tabasco, and worchestershire.
    Thanks for the idea, it’s delish 🙂

  160. I just made this but, with carrot and squash pasta. Delicious!

  161. I just saw this on Pinterest and wanted to try it. I just used what I have which is mini farfaralle, vanilla almond milk and Philadelphia Mexican queso quesadilla cheese. It tastes like dessert. I made half of the recipe with only salt and pepper due to my weird ingredients. The constancy is good, not too starchy or dry. It’s good and would be so much better if I had the right ingredients. Thanks for posting this recipe!

  162. Just made this and I absolutely loved it!!
    Thanks for sharing the recipe!!!!
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  163. Made this tonight, used white cheddar and regular sharp cheddar and I added sauteed onion and chorizo. Unbelievably good! Thanks for the recipe!

  164. I have made this mac and cheese several times now. Its super good. I use whole wheat pasta and the kids LOVE it! Its a new staple in our home!

  165. I’ve made this twice now. The first time I accidentally let the milk boil and it didn’t work as well. Today I was very diligent about watching the milk and keeping it on low. I was wanting comfort food and this totally did the trick. I added a little Worcestershire along with onion powder and it gave it a little bit more depth. I didn’t even bother baking it because I wanted it IMMEDIATELY. I am now completely obsessed.

  166. Great recipe! I’ve made it a few times and made a modification – I cut back on the milk and replaced it with some water. It came out a bit less rich that way. Love this way of making mac & cheese!

    Blogged about here –

  167. I just made this and I am even licking the pan! so delicious!!! I added cream cheese

  168. I made this recipe tonight and it was fantastic! I found your blog through a friend’s pinterest and am glad I did. Thanks for sharing such a delicious recipe!

  169. We made this tonight and it surprised me that it actually worked. And on top of it was delicious! I used evaporated milk instead of regular milk and it worked just fine. I used farfalle pasta and added peas at the end. Delish! Thanks!

  170. I mentioned this in an article I wrote about comfort foods. Feel free to check it out!
    Madeline recently posted..Comfort Foods: Mac & CheeseMy Profile

  171. Just made this! So good! Thanks for the recipe. I halved it since it was just myself and used 1 wedge of jalapeno laughing cow cheese, Romano, and Colby jack. I do think it would have been better if I would have shredded the cheese myself, but all I had on hand was pre-shredded. Thanks again!

  172. Can you do this with cream instead of milk?

  173. I bet this would be really awesome if you added some Philly cooking creme to the mix:)

  174. Just saw this on Pinterest- can’t wait to try it! As far as the mustard – my understanding was that the reason you add mustard to Mac and Cheese was because it keeps the sauce from getting grainy… I don’t know how true that is, but maybe that’s why it seems some people are having problems?

  175. disappointed says:

    I followed the recipe exactly and it looks nothing like yours 🙁 I’m not sure what happened but I think the extra 1/2 cup of milk was too much. I tried adding extra cheese since it seemed overpowered by the milk but it didn’t help. Maybe I’ll have better luck next time.

  176. Allison Marsh says:

    This recipe worked for me, though I added a bit of extra water in the end since I use full fat milk. I did find it to be too salty though, so next time I would just use 1/2 tsp of salt.

  177. Yummi! This mac and cheese looks delicious. I simply have to try this. Thank you for the recipe!

  178. made this for dinner tonight and loved it!! Had to use more milk when I added the cheese but it turned out great, kids loved it too.

  179. I made this for dinner tonight and it was delicious! I made it with elbow macaroni as that’s all the store had, so I’ll definitely try with shells next time. I thought it could have used more salt and more cayenne pepper, but my family loves salt and spice so that could just be our personal preference. Thanks for posting!

  180. Came out great for me! It was a little runny at first and I was worried, but got better as it cooled. I threw in a couple handfuls of leftover chicken I had in the freezer. Delish! Thanks!! And waaay better than the blue box if ya ask me 🙂

  181. I am excited to try this!!!

    Just an FYI, though…Your “Print Friendly” version is anything but!!! I cancelled it after my son counted “9….10….11….12!!! Mom it keeps coming!!!!!!!!!!!!”…and I STILL don’t have the printed recipe. Just everyone’s comments and the pictures preceding them. 🙁

  182. I don’t know what happened!!! 🙁 I was so excited to make this, but something went horribly wrong… I thought I was babysitting the milk while it cooked, but I have a feeling it boiled before i lowered the heat to simmer. I also thought I had a good cheese that would melt well, but it turned out grainy and runny 🙁 Super disappointing but will try again soon, maybe starting with less milk and adding more?

  183. Hi! I tried this recipe last night for my boyfriend and I. I followed the recipe religiously, used shell pasta and Cracker Barrel Sharp Cheddar cheese and it melted perfectly. I also added the following twist: I put it in a baking dish, sprinkled bread crumbs and freshly grated parmesan cheese on top and broiled it in the oven until the parmesan was melted and brown. Once it was done, I added a few drops of Black Truffle oil.The result was beyond amazing!! We ended up eating the whole thing!
    Thank you so much for the recipe!

  184. Julie K. says:

    This is so good! It’s creamy without being “stringy” which my boys don’t like. I doubled recipe. Used ground mustard. No cayenne. I added taco meat to mine. So good. Will definitely make again. Thanks for sharing recipe!

  185. I came up with a recipe very similar to this. Really the only difference with my recipe is that I mix everything together in a bowl, cover with a plate and microwave in on medium until done. I frequently add frozen veggies to the mix before microwaving. So easy!!!

  186. I use dried mustard instead of Dijon and prefer it.

  187. I just made this recipe, but thought it was a little bland so I added a shot of Tabasco and garlic salt instead of 1 tsp salt. That’s a lot of salt! It was PERFECT with these few tweaks 😉

  188. I made this tonight, using 1/2 lb medium shells, 4 cups of 1% milk, and 6 oz of extra sharp Vermont cheddar. It was amazing. Thank you for this great, no bake mac and cheese.

  189. Melissa S. says:

    My favorite Mac n’ Cheese recipe to date. I have been making it or over a year and even made it for Thanksgiving. My family LOVED it. Thanks so much for sharing!

  190. I saw this on my friend’s Pinterest (I don’t have one) and just had to try it!
    It came out delicious! I used whole wheat shells & 2% milk.
    It was runny since I had the heat on medium & the cooking time was shorter, but after it cooled a bit, it was fine.
    I had bagged shredded cheese so I rinsed it with water & drained it before dumping it in the noodles. Melted easily.
    I used regular mustard since I don’t have dijon– Yum! I put in the cayenne for the kick & some black pepper, too.
    This was so easy & delicious; I will definitely be making it again. With *sharp* chedder…mm.

  191. I have been making home made macaroni and cheese for 40 years… Sorry, but dont understand why anyone would ruin it with mustard let alone nutmeg……..omg…………. cant even imagine……….. make my the old fashion way and it is to die for……………. not trying to insult anyone. but………………………….

  192. Kaitlyn says:

    Is this recipe easy to double or even triple? I’d love to try making it for a get together…looks delicious!

  193. Trying this tonite

  194. Made this tonight and it was great. My 3 year old who only eats Kraft also approved. I made it using muenster cheese and omitted everything but milk, cheese and noodles. Fantastic!

  195. great recipe! i made an alteration. I really wanted mAc&cheese. i only have spiral whole wheat pasta. I said lets try TO DO 1 CUP SPIRAL WITH 1 1/4 CUPS MILK FAT FREE (SO HALF THIS RECIPE)

  196. How would it affect it if I used whole milk instead?

  197. I’m not sure about the whole mustard debate, but I did use a pinch of nutmeg in my version of your recipe. I grated up some smoked Gouda cheese that I bought on my last trip to Costco for this recipe. All I can say is this recipe ROCKS. Thank you so much for sharing.

  198. sorry we tried this tonight for dinner and it was not OUR CUP OF TEA. WE WON’T BE MAKING IT AGAIN.

  199. I just made this for my Mac & cheese loving kids ~ I used barilla white fiber mini shells, 2% milk & pre shredded cheese (I was using what I Had) plus a dollop of souR cream & it turned out great!
    Thanks for the easy & DELICIOUS recipe!!

  200. I am usually a stickler about making mac and cheese using some sort of bechamel sauce ( milk + seasonings like dried mustard – can’t taste it i promise) and shredded cheese + butter + flour. But in the effort to cut a bit of carbs out I am excited to try yours. A homemade version without the flour 🙂 Great idea!!! I love your recipes. Not a fan of the blue boxed kind especially when your pictures are making me drool 🙂
    Stephanie @ Stephanie’s Az Kitchen recently posted..Smoky Bacon Baked Mac & CheeseMy Profile

  201. Thank you for the recipe! Very good! I added some frozen peas and carrots to make it more of a complete meal and a slice of american cheese for a little extra flavor. It turned out great! I will be making many times again!!!

  202. I went to try this without making sure I had enough cheese, and unfortunately I didn’t have enough cheddar. I ended up adding a little cottage cheese to make sure there was enough cheese and it ended up tasting pretty great! Someone else said they added some ricotta which I think would probably mix a bit better, but the cottage cheese tasted good with the mild cheddar I used. Although, I still haven’t tried the original recipe so I can’t say whether I think it tastes better or not.

  203. Hey, I tried it and it was lovely. It tasted like home. 🙂
    Jennifer recently posted..Jenny Tries: 5 Ingredient Mac and CheeseMy Profile

  204. I made this for dinner tonight and it was really tasty! I think substituting some of the cheddar for American cheese (because it’s processed) might make this stay creamy as leftovers. That or adding an egg maybe? Oh, look, now I’ve got an excuse to make more. 😀

  205. Stephanie, this recipe looks scrumptious! It’s definitely one of the dish that never fades away with time. thanks for sharing an easy delicious recipe!
    nancy @ imadethisdish recently posted..The proven way to brighten up your coffee mugs and teacups in 1 minute!My Profile

  206. Hi Stephanie, I’ve seen this recipe for months on your site, and finally decided to actually read the recipe (easy!) and make it (Delicious!!) I appreciated all the comments and threw in some extra spices – minced onion, garlic powder, etc. I didn’t have dijon mustard, so used a combo of honey and brown mustard. Didn’t have cayenne pepper, so threw in some buffalo sauce. Will definitely make this again! Thanks so much!!


  208. Chelsea says:

    Oh my gosh. So freaking delicious. I use whole milk, regular shells, basically nothing healthy. Lol. And my super picky husband loved it as much as I did. My 10 month old even seemed to be a fan of the kick that this has. Eventually, I might get my 3 year old to try it. Lol. Wish me luck because this is going to be a new staple for us whether he is okay with it or not. XD.