The Creamiest, Cheesiest Baked Macaroni & Cheese

The Creamiest, Cheesiest Baked Macaroni & Cheese

Macaroni and cheese is my favorite food.  Like favorite favorite.  I could eat it every day for the rest of my life and never get tired of it.  For serious.  I have always sworn that my Momma's Baked Mac & Cheese would be the only mac and cheese I would ever make because it is that good.

Then my husband came into the picture.

His idea of mac and cheese is something completely different than what I have always made.  My version is not the creamy kind.  It's deliciously dense and chock full of cheese with yummy crispy edges and a buttery bubbly golden top.  His version (fondly remembered by the way his grandmother made it) is uber creamy and topped with bread crumbs...totally not the way I do it.

Being the always accommodating wife that I am (wink wink), I have been searching for a recipe that has both the creamy texture he wants, while still keeping the baked golden goodness that I desire.


This is the creamiest, the cheesiest, the most sinfully indulgent macaroni and cheese I have ever made.  I will always make it Momma's way, but there's nothing wrong with mixing it up every now and then to keep the hubs happy.  And boy, did this knock it out of the park.  Go ahead..try it.  Grab a fork and savor every calorie-packed bite!  So worth it!

  • 2 cups elbow macaroni, uncooked
  • ½ cup butter
  • ½ cup flour
  • 1½ cups milk
  • 1 cup sour cream
  • 8 ounces Velveeta cheese, cubed
  • ¼ cup parmesan cheese, shredded
  • ½ tsp salt
  • ½ tsp pepper
  • ½ tsp ground mustard
  • 8 ounces sharp cheddar cheese, shredded
  • panko breadcrumbs
  • ¼ cup melted butter or olive oil spray 

The Creamiest, Cheesiest Baked Macaroni & Cheese

    1. Boil macaroni until al dente.  Drain and set aside.
    2. Preheat your oven to 350°.
    3. In a large saucepan, melt the butter over medium heat.  Add the flour to the melted butter and whisk until completely combined.  Cook for several minutes, whisking constantly until the flour mixture deepens in color.  Slowly add the milk to the pan, continuing to whisk the whole time, until the mixture is smooth and thickens.  
    4. Reduce the heat to low and stir in the sour cream, Velveeta cheese, parmesan cheese, salt, pepper, and dry mustard.
    5. In a 3-quart glass baking dish, stir together the macaroni and the shredded cheddar cheese.  Pour the creamy cheese sauce over the top and gently stir to combine.  (This will look like a lot of creamy sauce for the amount of macaroni, but some of the sauciness will be absorbed by the noodles during baking, so don't worry.)  Sprinkle a thin layer of panko breadcrumbs over the top and drizzle with melted butter or spray with cooking spray.
    6. Bake in preheated oven for 45 minutes, or until the top is golden and bubbly. 

      The Creamiest, Cheesiest Baked Macaroni & Cheese

      • As a disclaimer, I know that some people are not huge fans of the bright orange processed block o' cheese (Velveeta), but I have to say it gives a creamy, rich texture that can't be beat.  If you're totally opposed to using it, sub it out for another kind of shredded cheese and I'd bet it would still be good.
      • Source:  Adapted from Creamy Macaroni & Cheese from Taste of Home.


      1. How many servings is this?

        1. I would say somewhere around 8 servings if you are serving as a main dish. As a side dish, around 12.

      2. This is tasty..I make this recipe with cheddar/ mozzerella/ colby & velveeta and yellow mustard instead of ground...i skip the flour step's so good :P