
This was my first time making a truly homemade macaroni and cheese, and it turned out better than I expected. Mac and cheese is forgiving and flexible — choose cheeses that melt well and you’ll end up with a warm, comforting dish everyone will enjoy.
My kids loved it, which made me wonder why I hadn’t tried making it from scratch sooner. The creamy cheese sauce combined with a crisp, crunchy topping is very satisfying. It reheats well the next day, so it’s a great make-ahead meal. If you’ve never tried homemade mac and cheese, give it a go — it’s easy and kid-friendly.

Homestyle Macaroni & Cheese
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Ingredients
Crumb Topping:
- 2 Tbsp butter
- 2 cups panko bread crumbs
- 1 cup medium cheddar cheese, shredded
Pasta & Sauce:
- 12 oz small shells
- 3 Tbsp butter
- 3 Tbsp all-purpose flour
- ¼ tsp cayenne pepper
- 2 ¾ cup milk
- ¾ cup heavy cream
- 2 cups medium cheddar cheese, shredded
- 2 cups mozzarella cheese, shredded
- 2 tsp dijon mustard
- 1 ½ tsp salt
- ¼ tsp ground black pepper
- ¼ tsp ground nutmeg
Instructions
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Prepare the crumb topping: melt the butter and let it cool slightly. Once cooled, combine with the panko breadcrumbs and 1 cup shredded medium cheddar. Mix and set aside.
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Bring a pot of salted water to a boil. Cook the pasta shells 7–8 minutes or according to package directions until al dente. Drain, reserving ½ cup of the starchy pasta water.
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In a medium-to-large saucepan, melt 3 tablespoons of butter over medium-high heat. Whisk in the flour and cayenne to form a roux and cook for about one minute. Gradually whisk in the milk and cook, stirring, until the mixture thickens and just reaches a boil, about 3 minutes.
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Remove the pan from heat and stir in the heavy cream, shredded cheeses, Dijon mustard, salt, black pepper, and nutmeg. Stir until the cheeses are fully melted and the sauce is smooth.
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Add the cooked, drained shells to the cheese sauce and stir in the reserved starchy pasta water to loosen the sauce if needed. Transfer everything to a buttered or sprayed large rectangular baking dish. Sprinkle the crumb topping evenly over the pasta, then bake at 400°F for 20–25 minutes, until bubbly and golden on top. Let rest a few minutes before serving.
Notes
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