Rich and Creamy Macaroni and Cheese

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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 and Creamy Macaroni and Cheese

Prep Time30 minutes
Cook Time35 minutes
Total Time1 hour 5 minutes
Course: Main Course
Keyword: Macaroni and Cheese


  • 5 tbsp butter or margarine
  • 1/4 cup flour
  • 3 cup 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 tsp black pepper
  • 1/2 tsp salt
  • 1/8 tsp nutmeg
  • 3 1/2 cup cheddar cheese, shredded or cubed, divided
  • 3/4 cup breadcrumbs
  • 2 tbsp butter or margarine, melted
  • 1/2 – 3/4 lb elbow macaroni, fully cooked and drained


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