Creamy Macaroni and Cheese


It’s the middle of the dog days of summer.  Here in Virginia it is viciously hot, and so muggy that it feels like God just decided to step out of the shower.  My flowerbeds are gasping for mercy, no matter how many times I quench the dusty soil with a drink.  Just walking to the mailbox and back makes my shirt damp from the sweat.  I am dreaming of October and hayrides and cooler temperatures.  And macaroni and cheese.  I am always dreaming of macaroni and cheese.

Macaroni and cheese comes in many forms.  There is the classic version, white cheese version, and even a gluten free version.  You can spice it up, jazz it up, or just enjoy it plain.  Pasta and gobs of ooey, gooey melted cheese– what’s not to love?  This recipe is just like the mac and cheese you remember from childhood– simple, quick, and OOOOHHHH so cheesy.

What are we waiting for?  Let’s do this!

Creamy Macaroni and Cheese

(adapted from


1 1/2 cups dry elbow macaroni noodles, cooked and drained

1/4 cup butter or margarine

2 tbsp. all purpose flour

1 tsp. dry mustard

1/4 tsp. salt

1/4 tsp. black pepper

2 cups heavy cream (may substitute half and half or whole milk, if you prefer)

1 cup shredded cheddar cheese

1 cup Velveeta, cubed

1/4 cup panko bread crumbs, mixed with 4 tbsp. extra melted butter (optional, for topping)


Boil dry macaroni noodles until they are “au dente”– that is, they still have a firm “bite” to them and aren’t totally soft.  Drain noodles, rinse with cold water (this keeps noodles from sticking) and cool until ready to use.  Meanwhile, in a medium Dutch Oven, melt butter and add dry mustard, salt, and pepper.  Add in flour to make a paste and add cream, little by little, stirring until liquid is absorbed.  Turn heat to low and add cheeses; melt cheese completely.  Stir in cooled and dry noodles.  Top with buttered bread crumbs, if desired, and bake at 350 degrees for 30-40 minutes, until crumbs are golden.

*Note: If you prefer macaroni and cheese “ooey gooey,” you can eat it right after adding the noodles to the cheese, without any topping or extra baking time necessary.

Now, in pictures! 🙂



Mac and Cheese is called “comfort food” for a reason– everyone loves pasta and cheese . . . preferably in deliriously rich, melted form.  Start by boiling your noodles until they are “au dente.”  This just means that they aren’t completely soft– if you bite into one, it will have some “chomp” left to it.  Drain the noodles and rinse them with cool water.  This will help the noodles to keep from sticking together as they cool.  Let the noodles drain and cool while you work on the rest of the glory.  😉


Next, let’s work on our cheese sauce.  Start by melting your butter.  Seriously . . . more good recipes have started with the words “start by melting butter” than almost anything else.  😉


Next, add in your spices and flour.  Whisk the butter, spices, and flour together.  It will look like a Virginia summer, out there . . . all the liquid will be SUCKED into the flour.  GASP . . . I need liquid!



Don’t worry!  Here comes the drink!  Start mixing in your cream, little by little, and stirring away the lumps each time.  The process takes 5-10 minutes– just slowly add cream, stirring and allowing the mixture to heat up, and soon you will have a rich, creamy sauce (this is called a “white sauce” or “roux.”).  When all the cream has been added and all the lumps are gone, go ahead and add your cheese.  Stir lightly until the cheese is completely melted.



Next, stir in your cooled and drained noodles.  Um Yum YUMMM!!!!  Just a quick note, here . . . the macaroni and cheese can be eaten, just like this, if you like your mac “cafeteria style.”  It’s creamy and lovely and delicious, just like this.

But if you want more . . .



Then you can add some fluffy panko crumbs, mixed with melted butter, and bake this delicious dish into glorious, casserole glory.  You can use crushed Ritz crackers instead of the panko crumbs, if you’d rather.  Both are delicious and provide a perfect, buttery crunch.



I adore vintage Pyrex, and today I’m using one of my GOWWWGEOUS vintage casseroles, just for you.  Well . . . and just for me– just a little bit.

Grease the casserole with cooking spray, dump in the mac and cheese, and top with the melted butter/panko mixture.

Creamy Macaroni and Cheese

Bake your casserole, uncovered, at 350 degrees for about 35-40 minutes– just until the crumbs begin to turn nice and golden brown.

Creamy Macaroni and Cheese

Dip up big, beautiful bowls of creamy, dreamy goodness.

Creamy Macaroni and Cheese

Serve this with a quick and easy supper– like Easy BBQ Chicken or Copycat Honeybaked Ham.  Or just serve it plain . . . just you, and the cheese, and the business of eating it.  Some love affairs are better when they’re simple.

Take a bite– not a wimpy “I’m on a first date and I only nibble lettuce leaves and giggle nervously” bite.  Take a big, hearty, “I’m eating carbs and you can’t stop me!  Tomorrow I will take over the world!!!” kind of bite.  Savor the creaminess . . . the crunch of the buttery bread crumbs . . . the absolute, glorious bliss that is melted cheese.

You did it.  And I’m just so proud of you.


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  1. Connie

    I have a friend that has a reaction to Velveta cheese. What should I substitute or should I just use extra cheddar cheese

    1. Emilie (Post author)

      Yep– you’ve got it. You can absolutely substitute regular shredded cheddar for the Velveeta. It won’t be quite as creamy, but it will still be delicious. 🙂 Good luck!

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