Rich and Creamy Macaroni and Cheese

Sometimes, there’s is just nothing like a comforting, soul-warming plate full of homemade macaroni and cheese. In our family, we love it baked and bubbly or quick and easy straight out of the pot. It’s a go to side dish when I don’t know what else to make with something.

But sometimes, I get the desire to up the ante on my usual mac and cheese. I make a little richer, a little creamier and a whole lot more indulgent. This is that recipe. And yes, it really is that good. I will warn you though, this is definitely not your every day macaroni and cheese!


Rich & Creamy Macaroni and Cheese

  • 5 T. butter or margarine
  • 1/4 c. flour
  • 3 c. milk (if you want to go really over the top, substitute some heavy whipping cream for some of the milk.)
  • 2 egg yolks
  • 1/2 t. black pepper
  • 1/2 t. salt
  • 1/8 t. nutmeg
  • 3 1/2 c. cheddar cheese, shredded or cubed, divided
  • 3/4 c. breadcrumbs
  • 2 T. butter or margarine, melted
  • 1/2 – 3/4 lb. elbow macaroni, fully cooked and drained

1. In a large pot, melt 5 T. butter or margarine. Whisk in flour and cook for 2 minutes, stirring frequently.

2. In a small bowl, whisk together milk, egg yolks, pepper, salt and nutmeg. Whisk into the pot, stirring rapidly. Bring to a slow boil over medium heat until thickened just enough to coat the back of a spoon. Remove from heat and stir in 3 cups of cheese. Stir until cheese is completely melted.

3. Pour cooked macaroni into pot and stir to coat. Pour into a greased 13×9 casserole dish. Top with remaining cheese. In a small bowl, combine bread crumbs with 2 T. melted butter or margarine. Sprinkle on top of the casserole. Bake at 350 degrees for 25-30 minutes, until bubbly and golden brown.

Stop by Blessed With Grace for more Tempt My Tummy Tuesday and Balancing Beauty and Bedlam for more Tasty Tuesday.

12 thoughts on “Rich and Creamy Macaroni and Cheese

  1. Oh my goodness! How I love mac’n cheese (especialy homemade)!! I must make this. Actually the last time I made it homemade, it was awful! Maybe I can redeem myself with yours. ;)Thanks so much for sharing.


  2. This is a lot like my recipe, except mine does not call for egg yolks or whipping cream. I am definitely going to try this on Thanksgiving!!!! Thanks for posting this! (I am also making your pull apart yeast rolls on Thanksgiving)

  3. I love your blog and visit regular, although I have never commented before. Mac n’ Cheese is my favorite food, the one I would choose if I could only eat one food the rest of my life.

    Just wanted to share how our family enhances the best food in the world. When preparing your pasta, dice a small onion into the water and cook it along with the pasta. Brings a whole new flavor to the dish.

  4. . “In a large pot, melt 5 T. butter or margarine. Whisk in flour and cook for 2 minutes, stirring frequently.”
    You didnt tell us what to do with it after that, what do we do..?

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