The Ultimate Macaroni and Cheese

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Ultimate Macaroni and Cheese.  The name says it all.

Folks, this is it. If you make one thing from How To Feed a Loon, this probably should be the dish you make.

We call it “ultimate” for good reason. It’s insanely delicious.

The Ultimate Macaroni and Cheese in a large cast iron skillet with a wooden spoon.


You can truly make a show-stopper mac ‘n cheese at home. Seriously, it’s so good.

Watch us show you how to make Ultimate Macaroni and Cheese!


Great macaroni and cheese relies on delicious melting cheese.

You can choose whatever are your favorites and you’ll be in good shape.

Over the years, we have found that we get amazing taste when we use equal amounts of white cheddar, gouda, smoked Gruyere, and muenster.

Blocks of cheese stacked next to dried macaroni and a bottle of milk.


It all starts with a beautiful béchamel sauce. Make a roux with unsalted butter and flour.

Then add the milk and cream, with salt, white pepper and dried mustard, and stir until slightly thickened.

Then add in the shredded cheese.

A hand sprinkling in cheese to a béchamel sauce in a cast iron skillet.


We’ve experimented with different types of pasta, and honestly, we always go back to small elbow.

It’s the perfect size for snuggling with the creamy and cheesy sauce.

Just fold the cooked pasta right into the sauce.

Cooked elbow pasta pouring into a pan of cheesy béchamel sauce.

We find that the creamy texture of our Ultimate Macaroni and Cheese works perfectly with a crunchy topping.

Remove the crust from a baguette and then add them to a food processor to make bread crumbs.

Simply cook them in a large skillet with a little oil and butter and a sprinkle of salt for perfectly crunchy and delicious bread crumbs.

A skillet of toasted bread crumbs with a wooden spoon.


We love for our Ultimate Macaroni and Cheese to be very creamy and cheesy at the same time.

It’s really good enough to eat before even baking the dish.

It’s hard to resist…

A spoon lifting stringy creamy cheesy mac 'n cheese from a skillet.

Baking the mac ‘n cheese gets it nice and bubbly, and firms it up just a bit.

It’s simply incredible fresh out of the oven.

We like to stick it under the broiler for a few moments, just to brown the bread crumbs. But be careful!! Don’t let it burn!!

A wooden spoon lifting a helping of ultimate macaroni and cheese from a black cast iron skillet


A bowl of this creamy mac ‘n cheese is heavenly.

It’s the perfect addition to our incredible Southern Fried Chicken (click for recipe).

So comforting and so delicious!

A bowl of the ultimate macaroni and cheese with a spoon in it.

We call this Ultimate Macaroni and Cheese because we really believe it is the ultimate.

This dish re-heats beautifully, too, so leftovers are always a wonderful thing…if there are any leftovers.

Now…make this Ultimate Macaroni and Cheese and be very happy with life.

A large black cast iron skillet of the ultimate macaroni and cheese.

Ultimate Macaroni and Cheese in skillet with a wooden spoon.

The Ultimate Macaroni and Cheese

This is the ultimate macaroni and cheese dish that you are going to love. Creamy and cheesy in the middle...a quick browning under the broiler crisps up the toasted bread crumbs and makes for the perfect flavor combination.
5 from 8 votes
Print Pin Rate
Course: Side Dish
Cuisine: American
Keyword: mac n cheese, Skillet Macaroni and Cheese
Prep Time: 15 minutes
Cook Time: 5 minutes
Total Time: 20 minutes
Servings: 8 people
Calories: 426kcal



  • 1 tbsp unsalted butter
  • 1 tbsp olive oil
  • 1 cup coarse fresh bread crumbs use a food processor to make finely chopped bread crumbs...take a French baguette, slice off edges...then finely chop


  • 4 tbsp unsalted butter
  • 1/4 cup all-purpose flour
  • 2 cups whole milk
  • 1 cup heavy cream
  • 1 tbsp dry mustard
  • 1/2 tsp white pepper
  • 1 tsp Kosher salt
  • 12 oz macaroni about 3 cups of uncooked pasta
  • 1 cup white cheddar cheese grated
  • 1 cup Muenster cheese grated
  • 1 cup Gruyere cheese grated
  • 1 cup gouda cheese grated



  • Heat the butter and oil in a large heavy skillet over medium heat.
  • Add the bread crumbs, stirring until crumbs are golden. About 10 minutes.
  • Transfer to paper towels to drain.
  • Season with a pinch of salt. 


  • Pre-heat oven to 350°F. 
  • Heat a pot of salted water until boiling.
  • Add the macaroni to the boiling water. Cook until al dente...about 12 minutes. Drain.
  • Meanwhile, melt the butter in a large sauce pan (preferably a large cast iron skillet) over medium-high heat.
  • Add flour and cook, whisking, for about 2 minutes.
  • Gradually whisk in milk, cream, mustard, and white pepper and simmer, whisking occasionally, about 5 minutes, or until slightly thickened.  Stir in the salt. 
  • Slowly add the cheese, stiffing constantly.
  • Fold in the cooked macaroni.
  • If not baking in the skillet, transfer the macaroni and cheese mixture into a greased 9"x13"casserole dish.
  • Sprinkle the bread crumbs on the top.
  • Bake for 20 minutes, until bubbly.   Remove from oven and turn broiler on high.  Place dish under broiler for about 1 minute, just to brown the bread crumbs.  Keep an eye on this...don't let it burn as broilers vary!
  • Remove from oven and let rest for 5 minutes.  



Calories: 426kcal
Tried this recipe? Take a Picture!Mention @HowToFeedALoon or tag #HowToFeedALoon!


  • Wonderful recipe! I struggle with all apple pies-the apples around the edges get too gushy and the center firm. Any tips to rectify this? Thank you! Your recipes are outstanding!

  • 5 stars
    Just made this again with pulled pork which we had several ways. Some had in tacos and some had on brioche buns. This Mac and cheese just took it over the top. I have to tell you that I love the Gouda cheese in it as well. Just couldn’t tell my husband that it had 4 full cups of cheese! LOL. The blend of cheese is just over the top. Comfort meal at its finest. Thanks, as always, for making me look way better in the kitchen than I actually am. I’ve made so many of your recipes now repeatedly that I don’t need to look at the recipes any longer. That is a GREAT thing. When your weekly email membership site suggestions showed the Mac and cheese recipe, I needed to figure out a meal with it. Loving the site guys. Keep up the great work. Hugs to you both.

    • Oh heavens!! That all sounds absolutely divine! You are an incredible cook, Diane…we just hopefully give you a little inspiration from time to time…just like you give us! Thank you AS ALWAYS for sharing and for the wonderful reviews. You are the reason we love doing what we do! Keep on cookin’ and being nothing short of fabulous!! xoxo Kris & Wesley

  • 5 stars
    Super Easy to make & OH MY GOODNESS! Delicious! It’s every bit as creamy as you said. The baking process made the pasta sak up that cheesy perfection! We love it. Thanks for another fabulous recipe.

  • 5 stars
    This was really the ultimate Mac and Cheese! I loved the combo of the 4 cheeses. It was super easy to make and decadent. Best I’ve ever made. Perhaps I’d add a little extra milk or cream next time. I think most boxes of macaroni are 16oz which I didn’t notice. So I guess I need to pay more attention to the directions of 12 oz. It was still lovely and made a great lunch for all. Thx for sharing another great recipe. I’m really enjoying making them all and I am loving the membership site! Keep up the good work guys. You continue to make me shine in the kitchen.Too-da-too as you said in the video LOL.

    • You are AMAZING, Diane!!! That’s one our favorite dishes and once again, sounds like you hit it out of the park! As always, thanks for sharing and for the GREAT review! xoxoxo

  • 5 stars
    Thank you!!!! I just made this today as part of our Christmas dinner…..the adults and children LOVERD it! It was a perfect side dish. I will definately make this again!

    • Hi Denise!! Sorry for the delayed response! Yay! We are so so happy you made our mac and cheese and that you and the family loved it! Congrats on mac n cheese success!!! We hope you and your loved ones had a beautiful Christmas! And Happy New Year!! xoxo Kris & Wesley

  • 5 stars
    Living on an island in the middle of the Atlantic..I am always looking for ways to bring goodness to our family meals. Well, this time…I hit the jackpot. When they say “ultimate” macaroni and cheese, they mean “ultimate”. This was the absolute best macaroni & cheese we have ever had. I am hoping we get invited to a party (BYO Dish or not) I am bringing this…and finishing it in their oven… The smell alone is heaven. An absolute keeper. Can’t want to make the baja tacos next! Keep it up and thank you…from the bottom of my stomach (or my families for that matter)!

  • 5 stars
    Honestly, I don’t search for recipes. I just go to HOW TO FEED A LOON and I’m done. Y’all are just the best. You are great cooks, as sweet as can be and you make cooking so much fun! Every single dish I made using your recipes is a winner, so why search high and low? I made this mac and cheese and it was SO GOOD! Infact, I am going to make this for our Christmas dinner. Hoping our region here in Italy goes from red to yellow so we can enjoy extended family for our holiday dinner. We thought being stationed in Naples, Italy was going to be amazing but Covid said…”I don’t think so”. Oh well, at least we are getting our cooking skills on!! Thank you Kris and Wesley : )

    • We don’t even know how to say THANK YOU enough for this!! It truly has filled our hearts with joy. We hope you and your loved ones have a safe and beautiful holiday season. Please stay in touch!! All the very best! Kris & Wesley

  • 5 stars
    This is the perfect mac and cheese. We started with this recipe last week and this week added lobster and bacon, and some heat. Loving it and loving the both of you. This week, we are going to try eggs Benedict, but we are going with bacon, avocado and tomato and obviously mimosas!!! Lastly, we eat general tso’s chicken weekly, my son is addicted. We love you both. Stay healthy and please keep giving us something to learn from each week. Patience XXXOOO

    • Hi Patience!! You are our kind of people!!! LOVE IT!! So so so glad you are enjoying the recipes and thank you SO MUCH for letting us know and staying in touch!!! xoxoxoxoxo Kris & Wesley

  • I made this last week, what can I say, I have been searching for the perfect Mac and Cheese recipe for years, and I mean years…..this is it folks.
    The quantities are perfect and my husband and I ate half, I refrigerated the rest and we had it the next day….just as good, didn’t need to add anything.
    I’m throwing all my other recipes for Mac and Cheese out. This is the BEST!!!!

    • Thank you, Carol!!!! We are super happy you feel that way about our Mac n Cheese! We have to say we feel the same way!! Thank you for letting us know!!! xoxo Kris & Wesley

  • 3 cups of uncooked pasta? that doesn’t seem enough for all this cheese! I’m making this tonight! is that right??

    • 5 stars
      Betty, I can vouch for the fact that 3 cups is plenty. I made this awesome recipe yesterday and the only thing I will do differently next time is to use 2.5 cups of macaroni instead of 3. 3 is actually perfect if you plan to eat the whole thing on night 1 and it definitely doesn’t make the casserole overly saucy. But my husband and I like to take leftovers to work for lunch next day, and the pasta soaks up so much of the sauce overnight. (Although one hack for this is to stir some butter into the pasta while draining – it will keep the macaroni from absorbing so much of the sauce, but … you may not like the extra butter).

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