Macaroni and Cheese

How to Make Macaroni & Cheese Without a Recipe

All you need is whole milk and sharp cheddar cheese (more or less).

November 23, 2021
Photo by Bobbi Lin

Ah, macaroni and cheese. How do we love thee? Let us count the ways: We love you from a box, preferably in SpongeBob or superhero shapes. We love Grandma's homemade version that she plunked down on the Thanksgiving table, right next to the green bean casserole. And don't tell me I'm the only one with a weak spot for the Velveeta version where you squeeze neon-orange goo out of a silver packet onto your shells, best consumed while watching The Magic Schoolbus. Haters may hate—that stuff was (and, by all accounts, still is) delicious.

Let me back up: For as long as I can remember, macaroni and cheese was my birthday dinner. My mother made Martha Stewart's version, and I would always sneak some of the butter-drenched croutons before we all sat down to dig in. Over the years, I adapted it to whatever whims and ingredients I had on hand and even started to make baked mac and cheese. Blue cheese and bacon? Sure. Greens and peas? That seems healthy. A topping of crumbled Cheetos? Yes, I did—and yes, it was just as good as you imagine.

I became known for my homemade mac and cheese. If there was milk and pasta and butter and sharp cheddar cheese lying around (and when isn't there?), you better believe I would mac and cheese-ify it. The ability to transform such refrigerator and pantry staples into a knock-your-socks-off dish of cheesy baked pasta is nothing to sniff at. In fact, it's a pretty valuable skill—and one I'm going to teach you today. Here’s how to make homemade macaroni and cheese.

The Pasta

The most popular types of pasta for traditional stovetop macaroni and cheese are generally elbow macaroni or medium shells. When it comes to baked mac and cheese, I like using a corkscrew-shaped pasta that has a lot of texture, such as cavatappi, gemelli, or campanelle. All of the nooks and crannies in these fun pasta shapes hold the sauce really well and get extra crispy when baked or broiled.

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No matter which type of pasta you choose for mac and cheese, the key is to undercook it. As a rule of thumb, shave off two minutes of the box cook time for al dente pasta. Once you add the hot mornay sauce (aka the cheese sauce), the pasta will continue to cook as it absorbs some of the moisture and steam from the sauce. If you cook the pasta to the package directions and then add the sauce, you’ll end up with cooked macaroni that is a little sad and soggy, and no one wants that.

The Sauce

Every cheese sauce for homemade mac and cheese starts with a bechamel sauce, which is one of the French mother sauces. It starts with a roux, in which a combination of unsalted butter and flour are whisked together and cooked until it forms somewhat of a paste. Whole milk is added and the three ingredients continue to cook together until the milk has thickened and the roux has dissolved completely.

Now comes the fun part: the cheese! “​We really want to highlight the flavor of the cheeses to create a rounded flavor profile. Focus on cheeses that melt well and will create an emulsified sauce that isn't leaching out fat or becoming overwhelming. I really love to create a blend of cheeses that melt well together, so my go-tos are rich cheddars that are sharp but not aged, a nutty cheese like Comte or Gruyere, and then a more robust cheese like Fontina or Raclette,” explains Clare Malfitano, Head Chef for Murray's Cheese Bar. She also recommends adding a little something funky, like blue cheese, goat cheese, or something flavored like truffle or spicy pepper to build flavor and texture.


Okay, I know I said the fun part was adding cheese to the bechamel sauce, but honestly, the fun part is getting to eat the finished mac and cheese! Once the pasta and cheese sauce have been combined, add nutmeg, salt, and pepper for warmth. From here, you can either eat it stovetop-style or transfer the mixture to a casserole dish, top it with buttery breadcrumbs, and bake until bubbling and golden brown.

How to Make Macaroni and Cheese

Step One 

First, make a béchamel sauce, which we discussed above. For a whole box (one pound) of pasta, I recommend melting 1/2 cup of butter over medium heat and whisking in an equal amount of flour to make a roux. Then start whisking in your dairy—I used whole milk, but you could also substitute some of it for heavy cream for a richer sauce. For however much butter you used, add in eight times as much milk or cream. So if you used 1/2 cup of butter, you'll need four cups of milk or cream. Whisk in your liquid gradually, then stand over the pot, stirring, until it's thick enough to coat the back of a spoon, about 8 to 10 minutes.

Once your béchamel is thick, add in some seasonings: Salt and pepper are classics, but I also like to add in a dollop of mustard for pucker, about a teaspoon of paprika for smokiness, a shake of cayenne pepper for spice, and a few grates of nutmeg for a little *je ne sais quoi*. If you like spice, you could up the heat with more cayenne or a dash of hot sauce. At this point, go ahead and preheat your oven to 375° F.

Step Two 

Next, it's time to add your grated cheese. I went with two parts Gruyère to one part sharp Cheddar, but you should march to the beat of your own drummer. Want something akin to the boxed dinners of your youth? Go with 100% Cheddar. Want something a bit funkier? Add some diced creamy blue cheese or smoked Gouda, or even a little crumbled goat cheese. I recommend steering clear of any non-melty cheese like feta or Parmesan—try sprinkling those over the top of your chef d'oeuvre instead for a crunchy, golden lid. “Parmigiano and other such cheeses have amazing flavor, but they tend to contribute too much oil to a sauce, so it's best to only add minimal amounts. A sauce is likely to break if a large portion of drier, aged cheeses is used and we want to aim for a very creamy and well-emulsified sauce to coat the pasta,” says Malfitano.

In terms of quantity, only you can tell when to say when. I went with about three cups of cheese for a béchamel made with one stick of butter. The more cheese you add, the denser and gooier your mac and cheese will be. If you add less cheese, the end result will be creamier and looser. Stir the cheese into the hot béchamel until the consistency is relatively smooth and most of the cheese is melted. Don't forget to reserve a half cup or so of your cheese to sprinkle over the top!

Step Three 

Now it's time for the add-ins. Think of this step like taking a trip to your favorite frozen yogurt shop or pick-n-mix candy store, only instead of mochi or gummi bears you can add in chopped, hearty greens, cooked meats, roasted vegetables, or shredded crab or lobster meat. I went with chopped spinach, kale, and bacon, because the greens add a level of heft and "health" to the macaroni, and everyone loves bacon. If you don't partake in meat, try adding some depth with sautéed mushrooms or caramelized onions. 

Step Four 

While all this is going on, cook your noodles in generously salted water for 2 minutes or so less than the box's recommendation for al dente. Fold your cooked pasta into the béchamel mixture. I recommend starting with only 3/4 of the pasta you cooked; less pasta = more sauce = goopier macaroni and cheese. More pasta = less sauce = more block-like wedges of mac that you can cut out of the pan and sauté in butter. But that would be over the top, don't you think?

Step Five 

Pour the macaroni mixture into a buttered pan. If you live for crispy, caramelized noodles, you could even spread the whole thing out on a sheet pan (this is peak comfort food, in my opinion). Sprinkle your reserved cheese over the top. I like to cover my macaroni and cheese with some chopped, toasted bread for crunch—you could go with anything from large cubes of bread to blitzed, sandy crumbs. I recommend toasting the bread in a bit of melted butter or oil before sprinkling it atop your macaroni, because we're already going that direction.

Step Six 

Bake your macaroni and cheese for about 30 minutes, or until the top is golden and bubbling with cheesy excitement. Invite over your closest friends, the ones you really, truly love. Or, do as I do, and attack the thing with a fork until sated, wrapping up the remainder in individual portions and freezing until the need for comfort hits.

What's your favorite way to make mac and cheese? Or are you a die-hard fan of the boxed stuff for life?

See what other Food52 readers are saying.

  • Jordan Kestenbaum
    Jordan Kestenbaum
  • Laura Spafford
    Laura Spafford
  • Susan Moro Campbell
    Susan Moro Campbell
  • Juggalo49er
  • Dennis P Pratt
    Dennis P Pratt
A kitchen scientist and dog-lover. Someday I want to have you over for dinner.


Jordan K. August 4, 2015
I just made a version of this with fresh lumache pasta from Eataly, 8 oz of fontina, 8 oz of sharp cheddar, and broccoli. It came out great, definitely a crowd pleaser. I'm going to use this as a starting point to try lots of different combinations in the future. Also, it's worth noting that I used 1% milk, and the bechamel still thickened well and tasted rich.
Laura S. June 23, 2015
I Replaced a portion of the milk while making the bechamel with Beer: Beer mac and cheese. It was glorious.
Susan M. June 2, 2015
not to be too nitpicky but that is Cavatappi in the pictures not Cavatelli..Cavatelli is a much different shape and would also be tasty but I'm with you and use cavatappi for my Mac&Cheese
Juggalo49er June 1, 2015
That's not macaroni & cheese, that's a pasta salad with cheese!
Dennis P. May 15, 2015
Crumbled saltine crackers with a drizzle of melted butter for the top - yummeh
AntoniaJames May 15, 2015
Saltines, yes. Plus butter. Seriously yes. ;o)
Sarah H. January 11, 2015
A household favorite in recent years has been gnoccharoni and cheese whereby gnocchi is subbed in for macaroni. The billowy, potato pasta results in a richer, gooier dish that only gets better as the week goes on. I make my sauce with sautéed onions, whole grain mustard, butter and plain yogurt (for zing), and have found that a combination of gruyere and fontina (with a little bit of parmesan mixed through and sprinkled on top) are key to not keeping any of your health-related new year's resolution impossible. Bread crumbs can also be levelled up by blitzing some toasted or stale sourdough in the food processor with olive oil and parsley.
Kerri January 1, 2015
Sue-the heat may have been too high when you added the cheese, making it separate and curdle a bit? Try adding the cheese to the sauce when it's off the heat.
Sue December 31, 2014
The last time I tried to make a cheese sauce like this, it got grainy and nasty. Any suggestions?
Daniel T. May 12, 2015
Also make sure your roux is fully blended. Unprocessed flour bits can also be a culprit once the milk is in there.
Pam W. August 22, 2022
Per Cooks Illustrated, add an ounce or two of cream cheese or Velveeta. It is magic. It never gets grainy.
AntoniaJames December 16, 2014
So helpful! What kind of goat cheese do you recommend for Mac 'n' Cheese? I'll also be using Pecorino and perhaps a soft sheep's milk cheese. Thank you. ;o)
Sue Q. November 1, 2014
What quantity is a "box" of pasta? I know this is a chilled out recipe technique but this type of quantification is meaningless.
Dharma November 1, 2014
A box of pasta is generally a pound. Sometimes manufacturers get cheap & give you 12 or 13 ounces, but a "standard" box is 16 ounces. If you used 13 ounces or 19 ounces it wouldn't really matter because you adjust to taste & texture as you go, but 16 oz. is a starting point.
Dharma October 21, 2014
I'd like to edit my comment from "genius" to "Evil Genius". I ate almost HALF of the dish. Alone. In one sitting. Enough calories & fat for a week, I'm sure! Sooo good & sooo easy! This is my go-to non-recipe forever! :)
Catherine L. October 25, 2014
yes yes YES! So happy to hear it :) And don't worry about those calories and fat -- the kale cancels it out!
Catherine L. October 25, 2014
yes yes YES! So happy to hear it :) And don't worry about those calories and fat -- the kale cancels it out!
Dharma October 20, 2014
Genius. Making this tonight & throwing in the kale I need to use up to trick myself into thinking it's healthy. :)
@tamater sammich, generally a "whole box" is a pound of pasta, though many companies are getting skimpy lately.
@Dave Henning, if you're adding canned "cheese" to ANYTHING, EVER, you're not doing it right! :P
Rebecca C. October 20, 2014
I've tried a lot of mac & cheese recipes, and this 'not-recipe' definitely yielded my best mac & cheese. I will never follow another recipe for mac & cheese.

I do have one question. If i want to make this for a pot-luck, would it still be as good if i prepped everything and stored it in the fridge overnight before baking? or is that just a no-go?
tamater S. October 18, 2014
Please, how many cups dry or by weight, is your "whole box of pasta"?
Jess G. October 18, 2014
You rule.
Jenn2323 October 3, 2014
This column is making me a better cook. This non-recipe inspired my best mac n' cheese recipe yet!!! Thank you!
Dave H. October 1, 2014
If you need to add Ketchup to ANYTHING, you're not doing it right. Want a simple mac and cheese? One can of cheddar sauce (it's usually labelled as "nacho" sauce), a cup of half-and-half, simmer to desired thickness. Cook up whatever pasta you like, mix and serve. I like to add broccoli florets, as well as real bacon bits.
Darlene L. October 1, 2014
Homemade stovetop, too hungry to bake.
Always loved my Mom's baked mac & cheese. Cheddar and ham.
Tilly October 1, 2014
Perfect...Just one thing, serve with heinz tomato ketchup. Mandatory.
Sue December 31, 2014
Tilly May 15, 2015
I's never going to be a popular suggestion on a foodie site, but I'm telling you, it's a well deserved guilty pleasure, perhaps I'd even go as far to say 'a game changer'.
Kerri October 1, 2014
I have never wanted to make homemade mac & cheese until now....