Super Creamy Macaroni and Cheese

Macaroni and cheese is like sex: Even when it’s bad, it’s still good. I mean, even if the noodles are gluey, the cheese is processed, and the flavors are muted, it’s still carbs and ooey, gooey cheese…it’s still pretty fantastic. However, good mac and cheese can be positively transcendent. This relies on 4 secrets, which will all be covered in this simple and delicious recipe for creamy mac and cheese. It isn’t the crispy, baked mac and cheese with crunchy edges and a breadcrumbed top (though that is delicious, too). This is all about the silky smooth cheese sauce, al dente noodles, and those 4 secret steps:
Macaroni and Cheese

 1 lb medium shells, cooked and warm
About 1 lb. cubed cheese (cheddar, fontina, and Gruyere)
1 quart milk
4 Tbsp. flour
Worcestershire to taste
2 Tbs. vegetable oil
Mustard to taste
Cayenne pepper, salt, and pepper to taste
1 shallot, minced
2 Tbs. butter

 1) Sautee the shallot in the vegetable oil over medium heat until it is translucent but not brown.

 2) Add the butter,

 and the flour,

 and whisk. This is your roux. It will get pretty thick and doughy soon, at which point…

 3) Add the milk. Now, here is where you really, really have to whisk. It is going to be clumpy at first, and might appear like it will never smooth out. Keep whisking, because it will. If you have been going at it for 5 minutes, and there are still clumps, just run it through a strainer and return it to the hot pan. Really, no clumps here.

This flour-and-fat sauce is the base to your mac and cheese. This ensures that it is velvety and melty, not grainy or oily. It takes just a bit more time and makes a world of difference.  Now it’s cheesy time!

 4) Add the cheese, and whisk until all the cheese is melted.
Don’t just go willy-nilly here. Use some thought. A good mac and cheese is sharp, creamy, and nutty. So you need cheeses that embody all of these. Hence, this trifecta of cheddar (sharp), fontina (creamy), and gruyere(nutty). But you can mix and match – use mozzarella instead of fontina, use asiago in place of Gruyere, or pepper jack for the cheddar. As long as you keep those flavor and texture components in line, the mac and cheese will be tasty.

5) After about 7 minutes of constant stirring (so the cheese does not stick to the bottom of the pan and burn), you should have a lovely, smooth, cheesy sauce, to which you should…

add the mustard, Worcestershire sauce, and cayenne pepper. Taste and adjust seasonings (including salt and pepper) as necessary.
Mustard and Worcestershire sauce are non negotiable flavor enhancers for this mac and cheese. They add depth, savory character, and an umami flavor to a dish that could otherwise be too heavy or flat. The cayenne pepper adds a kick of heat for those who like it, but even if you don’t like mustard, PLEASE add some to this dish. You don’t taste the mustard, you just taste the flavors of the cheese deeper and more clearly.

6) Mix the sauce with the warm pasta shells.
Elbow noodles are for the birds. They are thin and break easily, they turn mushy quickly, and they are boring.
You want medium sized shells. They are thick, so they can stand up to the thick sauce, they have a dip perfect for hiding pools of melty cheese, and they just taste better.
Always use shells. Or at least some wagon wheels.

 7) Serve.
This is the best mac and cheese ever. Incredibly creamy, with a velvety texture and a thick but still liquid sauce. The taste is sharp, umami, and pleasantly salty. You don’t taste the Worcestershire sauce or the mustard at all, but the addition of those ingredients make the sauce taste complex and deep – the nuttiness, the tanginess, and the mild milkiness of all the cheeses come out perfectly. The al dente shells filled with puddles of stretchy, creamy cheese sauce is almost too much to handle. This is almost too delicious and indulgent to eat.

But somehow, I know you will rise to the challenge. 


  1. Feisty Foodie says:

    I have not read past the first sentence because NO! I need to shout, NO, that is NOT true! Bad mac&cheese is horrible! I like the blue box sometimes (I grew up eating it, it's a comfort thing), but bad mac&cheese makes me ANGRY.

  2. Feisty Foodie says:

    I add Sriracha, but anyway, can you make me mac&cheese next time I'm feeling blue? 😡

  3. Mac and cheese vs sex – two of my favorite things. I sometimes wish I could combine them, but eating cheese during the act would get messy.

  4. All you really need to read in this post is the first line and the last.

  5. Cat @ Breakfast to Bed says:

    I'm with FF on this. bad mac and cheese makes me want to boob punch an angel.

  6. I made a riff on this tonight, and it was fantastic. Creamy and absolutely delicious!

  7. How can your Mac & Cheese possibly come out silky if you are using FLOUR. YUCK! Doesn’t it come out tasting gritty/floury, which is a taste I absolutley HATE, HATE, HATE! I loathe foods and sauces that have a pasty or gritty taste or feel to it when I put it in my mouth. Have you tried experimenting using anything OTHER then flour to make your Mac & Cheese with? Just asking.

    • Hi Karen,
      I have to say that this has never, not even once, come out gritty! When you stir the butter in and let it cook until it forms a ball, it takes away all of that raw flour taste, and as it bubbles with the milk and cheese, the grittiness absolutely dissolves. If you try this recipe to the word, you will absolutely end up with the creamiest, silkiest mac and cheese of your life, I promise! The trick really is to let the flour mixture cook for awhile with the milk and cheese. Hope you give it a try!

  8. Sorry, I had to amend my email address. I accidently omitted the last number. My apologies. Please email me directly and let me know, because I really am curious and interested. I have been trying to find out ways to make Mac & Cheese that comes out very silky, and NOT pasty, cottony, or floury tasting. I would appreciate any feedback, tips, and help with this. Thank you.

    How can your Mac & Cheese possibly come out silky if you are using FLOUR. YUCK! Doesn’t it come out tasting gritty/floury, which is a taste I absolutley HATE, HATE, HATE! I loathe foods and sauces that have a pasty or gritty taste or feel to it when I put it in my mouth. Have you tried experimenting using anything OTHER then flour to make your Mac & Cheese with? Just asking.

  9. Thank you! Best Mac n Cheese ever!!!!
    You solved the gritty problem with this recipe!

  10. This looks so delicious and I can’t wait to try it! Do you have an estimate of how much mustard and Worcestershire you use? I’m scared that I’ll add too much! Thank you!

    • fritosfg says:

      Hi Amy! I would try about a teaspoon of Worcestershire and 2 teaspoons of mustard at first! Thanks for reading!!

  11. Lynne H says:

    She meant homemade bad mac and cheese. And the kind that comes in a blue box.

  12. What kind of mustard do you use? Yellow, dry, Dijon?

  13. I did it all! it is beautiful!~ but the cheese sauce looks like its not all mixed together. I stirred for ever! longer than the recipe says and it tastes really good but I guess the flour/butter mixture is the problem because it is smooth but tastes a little grainy or separated! darn..

    • Christy, I’m so sorry to hear that! Maybe try some more milk? Also, did you eat it right away or did you do leftovers?

  14. Is it a pound of all three cheeses combined or a pound of each?

  15. I made this to bring to my parents for Thanksgiving lady year and it was a hit!!! Yummy, going to make it again this year. Thank you, my pickey 4-year-old niece ate two plates. I don’t even think she ate any turkey lol.