Mac and Cheese

mac and cheese

Mac and cheese with three cheeses! That’s thrice the cheesy flavor for thrice the mac and cheese goodness. For this recipe, I’ve used sharp Cheddar, Gouda and Parmesan. Cheddar for the bite (and the classic color) with Gouda for extra creaminess and some Parmesan for extra saltiness. Swap out Parmesan for blue cheese if you like blue cheese, and swap out Gouda for mozzarella or queso quesadilla or another good melting cheese. The end goal here is mac and cheese with an unsurpassed cheesiness, creaminess, and also one that makes dramatic cheese strings when you serve it and eat it.

mac and cheese recipe

Look at that cheesy close-up!

This recipe is a variation on the simple baked macaroni and cheese recipe from my Learn to Cook book. You might also like this stovetop green chili macaroni and cheese recipe; it’s a little quicker because no baking is required. The upside of this baked mac and cheese, though, is that you can make it a day or three ahead of time, plop into the casserole, cover and refrigerate, then bake it when you’re ready. This makes it an ideal holiday side dish if you’ve taken on the Herculean task of cooking everything yourself. Or if you’re busy. Or just lazy. πŸ˜‰

This recipe will serve 8-10 as a side dish, or 4 hungry eaters as a main dish. When serving mac and cheese on its own, I like to serve it with buttered peas and carrots.

Mac and Cheese Video How-to

Mac and Cheese Recipe – Printable!


Mac and Cheese

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5 from 19 reviews

  • Author: Hilah Johnson
  • Cook Time: 35 mins
  • Total Time: 35 minutes
  • Yield: 8 1x


  • 2 cups (1/2 pound) small elbow macaroni or small shells
  • 1/4 cup butter (4 tablespoons)
  • 3 tablespoons flour
  • 1/4 teaspoon dry mustard
  • 1/2 teaspoon salt
  • 1/2 teaspoon pepper
  • 2 cups milk (whole or 2%)
  • 1 cup grated Cheddar, divided
  • 1 cup grated Gouda
  • 1/4 cup grated Parmesan
  • 1 cup breadcrumbs


  1. Put on a quart or so of water to boil for the noodles. Salt it well, cover, and place on high heat. Set oven to preheat to 375ΒΊF and grease a 1 1/2 or 2 quart baking dish.
  2. Make a roux in a deep skillet by melting butter, then whisking in flour until a smooth paste forms. Add mustard, salt and pepper, and cook over medium-low heat for about 60 seconds until you start to smell the flour toasting.
  3. Whisk in half the milk and continue whisking until smooth. Add remaining milk and combine. Continue stirring, making sure to get the corners of the pot, until mixture comes to a simmer. Remove from heat and stir in cheeses, reserving 1/4 cup Cheddar for topping. Set aside.
  4. By now the water should be boiling. Add the noodles and boil for only 3-4 minutes until beginning to soften. Drain and add the noodles to the cheese sauce.
  5. Once coated, spread into your greased pan. (*STOP here if making ahead. Cool. Cover and refrigerate. Add crumbs before baking.)
  6. Sprinkle top with bread crumbs and reserved 1/4 cup Cheddar
  7. Bake 20-25 minutes or until bubbling and golden brown. (Bake 30-40 minutes if starting with a refrigerated casserole)


  • Calories: 323
  • Sugar: 4.5
  • Fat: 11.7
  • Carbohydrates: 37
  • Protein: 17

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macaroni and cheese


  1. The Other Randy on December 2, 2014 at 7:41 pm

    When I was a little kid, I somehow got sicker than hell after eating mac and cheese on one occasion and pineapple upside-down cake on another. I haven’t eaten either since. I still feel like there’s no reason to bother with pineapple upside-down cake, but when it comes to mac and cheese, I have to admit to feeling slightly un-American about it (and I’m no super-patriot, either). And it has been pointed out to me at least a dozen times that mac and cheese is essentially a low-calorie version of pasta alfredo, which I love. So once again, Hilah, you’ve convinced me to try something I wouldn’t have otherwise tried (you got me with the parmesan). If I make this in 4 individual sized ramekins, should I bake all of them at once before freezing 3 of them, or freeze 3 of them unbaked?

    • Hilah on December 3, 2014 at 7:29 am

      Oh man! That is so sad, Randy! I hope this mac and cheese recipe sets you right under the gaze of our Lady Liberty again. πŸ˜‰
      I think I’d freeze them unbaked, then add a tablespoon or two of water to the frozen ones before baking, adding extra time of course.

  2. Rachael Macry on December 3, 2014 at 7:58 am

    Hilah I think I love you!!
    -Rachael iso the perfect mac and cheese recipe for the last 10 yrs

    ps, I always add a shake (or 3) of cayenne when making mac n cheese or cheese sauce, not enough to make it ‘spicy’ but enough to give it a tiny little shadow of depth. Unless I am feeling spicy and then I can add quite a lot sometimes! lol

    • Hilah on December 3, 2014 at 10:46 am

      I hope this is the perfect recipe for which you seek, Rachael! Cayenne is a fantastic addition.

  3. Vedika @ Hot Chocolate Hits on December 3, 2014 at 10:38 am

    This looks like HEAVEN! I love that you used three kinds of cheeses- all favorites of mine. Does the mustard have a really strong flavor?

    • Hilah on December 3, 2014 at 10:47 am

      Hi Vedika!
      It’s not a strong mustard flavor, just enough to perk up the cheese. Hope you try it!

  4. Jen on December 3, 2014 at 12:03 pm


    You’re killing me over here, Hilah.

    • Hilah on December 4, 2014 at 8:15 am

      Have you ever tried a vegan mac and cheese? My brothers ex-gf used to make one with nutritional yeast that was pretty good. Of course it didn’t compare to the real dairy deal, but it was good in its own way.

      • Jen on December 16, 2014 at 7:23 pm

        (sorry it took me so long to reply) I have made vegan mac and cheese! The recipe I have uses canned pumpkin and white beans as well as nutritional yeast and it’s actually really awesome — we call it mac and awesomesauce since it’s really nothing like real mac and cheese but it’s still great (my husband, who can and does still eat dairy, loves it as well.) But, well, it still doesn’t take the place of real mac and cheese!
        Happy holidays! πŸ˜€

  5. Karim Phillips on December 3, 2014 at 1:38 pm

    Looks great Hilah:-)
    I am making this next week. We just ran out of Gouda and my in-law was just here from Holland. Oh, well it looks like another trip back to Coscto. After I make it I will post pics and tag you. I will also provide a link to this page for the recipe.

    Thanks for sharing…..

    • Hilah on December 4, 2014 at 8:14 am

      Thanks, Karim! I look forward to seeing your pics. Hope you enjoy the mac and cheese! πŸ™‚

  6. Trisha on December 3, 2014 at 1:47 pm

    OMG I just made this and it is BOMB! SOOOOO good!!! Amazing recipe Hilah!

    • Hilah on December 4, 2014 at 8:13 am

      So glad to hear, Trisha! πŸ˜€

  7. Diane on December 3, 2014 at 7:28 pm

    I only just watched this . . . while I’ve got a cheesy, savory bread pudding in the oven. Comfort food rules in the winter! XO

    • Hilah on December 4, 2014 at 8:13 am

      Ooh, I love savory bread pudding more than sweet. It’s like a quiche, but easier.

  8. Michael on December 3, 2014 at 11:41 pm

    Yo, this video is rad. Thank you for making it. I usually make mac and cheese the same way but I’ve never baked it before. I dunno, ovens scare me I guess. I’ve also never tried it with the mustard. Gonna make some of this shizz this weekend. Party on!

    • Hilah on December 4, 2014 at 8:12 am

      Excellent! I hope this mac and cheese gets you over your oven fears πŸ™‚ Have a great weekend!

  9. Gene Cox on December 4, 2014 at 7:47 am

    Hi Hilah,
    I have been away from your website for far too long. A hot woman with hot recipes! I needed holiday ideas, so you were the one that came to mind. I love your videos!
    Mac & Cheese is definitely on my top 5 dishes. I have never made it with Gouda, but that sounds great. I am going to have to check out the green chili one also. I hope that your holiday is going well. Best blessings, Gene

    • Hilah on December 4, 2014 at 8:11 am

      Thanks, Gene! This would be perfect for Christmas, or any cold blustery day really. πŸ™‚

  10. ChicagoJohn on December 7, 2014 at 12:29 pm

    Hi Dudes,

    After consuming the rest of that yummy apple cake with butter cheese frosting, I said to my wife, Carol, what should we make today seeing as how we are going to the gym now five days a week? And it just so happened I came upon the Hilah Mac and Cheese recipe!!

    So I started as usual by slicing a cucumber, an orange, a jalapeno pepper and a lime, and then frying an egg and broiling a nice piece of tuna. Not sure why I do this, but it wouldn’t seem right otherwise.

    So this time, I made the recipe EXACTLY the way you said… with a few exceptions.

    Since we don’t have milk, I made milk out of a 50/50 mixture of plain green yogurt and water.

    Then I decided to use my favorite pasta instead of the “traditional” elbow; radiator: hard to find, but I have a source at a small Amish store called The Ashery Country Store in Fredricksberg, OH. So I used 250 gm of that instead of half a pound of small elbow. It’s like little radiators, and it holds sauce much more better.

    And then, while I did use the mustard powder, I had to use black pepper. I didn’t have any white pepper, but no matter what my wife cooks has black specks in it anyway — she uses our smoke alarm as an oven timer. I ain’t shittin’ ya.

    I did use some excellent Costco sharp cheddar we have (hand shredded) and some shredded Trader Joe’s mozzarella along with some hand-shredded, aged pecorino romano to finish the bΓ©chamel sauce off perfectamente.

    I cooked the pasta 5 minutes, half the recommended time, and we mixed it with the other ingredients and then put it into a 2 qt pyrex glass covered casserole in an Oyama convection oven, something I’ve been experimenting with. Turned nicely brown on top without adding any Panko crumbs which I’d considered using instead of the crumbs you recommended.

    DUDE!!! Can’t wait to try this!!! Back to the gym tomorrow morning !!!

    (Thanks so much for Hilah Cooking! We love it and find it inspiring πŸ™‚

    • Hilah on December 10, 2014 at 10:53 am

      Hooray! Thank you for the update, ChicagoJohn! πŸ™‚ Super glad that you and your wife liked the mac and cheese.
      Speaking of the gym, I’ve been doing the 7 minute workout from the New York Times. With a new baby, 7 minutes is about all the time I can spare. Hopefully it will do something … πŸ˜‰

  11. Gene Cox on December 12, 2014 at 5:36 pm

    Mac and Cheese is definitely on my top five lists of foods. I have never thought of using gouda in it. What a wonderful idea, which you are full of. And your videos are awesome. Thanks as always.

    • Hilah on December 13, 2014 at 5:08 pm

      You’re too kind, Gene. Hope you enjoy the mac and cheese! πŸ™‚

  12. susannah on January 18, 2015 at 2:26 pm

    Very easy, perfect mac and cheese recipe. I memorized the recipe!

    • Hilah on January 20, 2015 at 3:08 pm

      Rad! Now you can have mac and cheese with ease! πŸ˜‰ Thanks for writing, Susannah.

  13. David on January 20, 2015 at 12:48 am

    I think you need to make homemade pasta. I have been practicing with this for awhile. You motivate me to cook, I have tried a few of your recipes.

    • Hilah on January 20, 2015 at 3:08 pm

      That’s a good idea, David! I’ve made egg noodles for soup before. Those are really fun and not too difficult.

  14. Alexandra on February 6, 2015 at 12:58 am

    Hilah, I made this for dinner tonight and it was AMAZING! I added onions and bacon YUMMO!!! Thanks for the great recipe!!!

  15. Kasandrabeasley on August 1, 2015 at 11:05 pm

    I’m making this next week! Im sooo excited to try this. Great recipe I love your videos.

  16. Andy on September 17, 2015 at 4:11 am

    As a Brit, mac & cheese is sadly not as common over here. I mean, people make it, but it’s not the comfort food staple that it is the US. So I’m 26 and this is the first tiem I ever got to make it for myself. Holy mother of St Augustus Macaroni this is good. Such a great recipe. I’m so so so glad that my first ever try was this recipe. I’m never ever deviating from this for the rest of my days.

    • Hilah on September 17, 2015 at 7:40 am

      Awesome! That makes me so pleased, Andy!

  17. Karim Zeidan on January 21, 2016 at 7:25 am

    It was amazing. I cooked it at breakfast it was delicious so thank you Hilah for that recipe:)

  18. karim zeidan on January 21, 2016 at 7:29 am

    wow that was amazing I cooked it at breakfast and it was delicious so thanks hilah for that recipe πŸ™‚

  19. Tami on February 10, 2016 at 8:40 pm

    This recipe is AMAZING. If you are considering making Mac n’ Cheese, go with this one. I love it & so does my family. Btw, you are hilarious. I watched your Hummus vid on YouTube and have binged-watched since. You & Flint are too adorable ☺️

    • Hilah on February 11, 2016 at 11:39 am

      Hooray! Thanks so much, Tami! Really glad you loved the mac and cheese πŸ™‚

  20. Alyson on February 26, 2016 at 6:07 pm

    I made this tonight using corkscrew pasta, 2-year-old cheddar, and Gruyere (and of course the parmesan), with panko bread crumbs sprinkled atop. Added a bit of nutmeg and cayenne to the sauce as well. Daaaaaayummm. It’s taking all I’ve got not to demolish the whole thing. Thanks so much for a fantastic recipe, Hilah!

    • Hilah on February 29, 2016 at 9:47 am

      Yay!! Mac and cheese is my weakness. πŸ™‚ So glad you liked it, Alyson!

  21. Rewari on September 14, 2020 at 9:20 pm

    This is an amazing base recipe. Wonderful! Thanks for sharing.

  22. Kay Gee on November 9, 2020 at 1:56 pm

    We made this recipe last night for the 1st time, and it was absolutely delicious. A perfect cold weather meal. It was so creamy and satisfying! I really appreciated that it was 323 per serving. I’m not sure how many cups equal 1 serving, but I’m pretty sure it’s not 1/3rd of the pan. I had to stop my husband from taking a huge 3rd helping. I wanted enough leftovers for a lunch for 2. I actually made him put most of his 3rd back. We substituted Smoked Gouda for plain, and heated the milk a bit before stirring it in. Other than that we followed the recipe as written. Thank you for such a delicious meal.

    • Hilah on November 11, 2020 at 9:17 am

      Super glad to hear that, Kay! Tis the season for Mac and cheese πŸ™‚

  23. Jenny on November 24, 2020 at 10:13 pm

    I plan on baking this on a 3 qt dish. Will I need to modify the portion sizes and temperature?

    Can’t wait to try this!

    • Hilah on November 25, 2020 at 5:11 am

      If you bake it as written in a larger dish, you probably won’t need to bake it as long. But if you are doubling the recipe, you will need to increase the. baking time by 10 minutes or so, I’d guess.

  24. MoMa Bear on January 16, 2021 at 11:36 am

    Didn’t have cheddar – used colby jack and instead of salt I used Lawry’s Garlic Salt (my daughter uses it on everything).

    • Hilah on January 17, 2021 at 1:53 pm

      I love Lawry’s, too!

  25. Sam on January 31, 2021 at 3:19 pm

    Yaaaaaas, I’ve finally found the one!!!!! My mom suddenly became ill 5 years ago and she never wrote down any of her recipes. All I knew of her mac & cheese was that it had 3 cheeses, white pepper, ground mustard, paprika, and evaporated milk. I tried sooooooo many recipes with with my moms additions and every time the texture/taste was always a bit off.

    This recipe is different though. You’ve nailed the butter/flour ratio for the roux! With the 3 cheeses its the perfect balance of rich, silky and kinda nutty. This mac is super simple but incredibly delicious. The gouda really does make it creamier than most macs and the parmesan provides a salty, sharp support for the cheddar. 1000/10! This will be my mac & cheese recipe for life!

    • Hilah on February 1, 2021 at 9:41 am

      Oh, this makes me so happy to hear, Sam! <3

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