Kick Ass Mac N Cheese

My family was NOT thrilled when we gave up the processed boxed mac and cheese. They loved it! I had tried several recipes for homemade mac and cheese but no one really liked it. Especially not the kids. Then I began ditching the recipes I had found and started creating this one. It was an instant hit! Easy to make too. My kids LOVE picking out different noodles for this recipe every time I make it. They no longer ask or miss the boxed stuff!

Supply List:

6 tbs butter

1/2 Cup flour

3 1/2 Cups of milk

1 Cup bread crumbs (I used panko)

Noodles of your choice (I used rainbow fat O shaped noodles this time)

About 1/2 cup each of  Cheddar, Asiago, Parmesan (Or any combo you prefer)



Garlic powder

Cayenne pepper



Pot x 2 (Unless you are like me and rinse the pot out to use it again in this recipe.)

Baking dish (Unless your pot can go from stove top to oven, in which case I am extremely jealous of you right now!!)

Large bowl

Shredder of some sort if you are using fresh cheese. I used my food processor with a shred blade on it.


Cook your pasta to the directions on the package then place in the large bowl. Rinse out the pot to reuse it or use your second pot…

Noodles the kids picked out this time....
Noodles the kids picked out this time….

While the pasta is cooking, now would be the best time to shred the cheese if you are using fresh.

In the skillet melt 2 tbs butter on med heat.

In the pot melt 4 tbs butter on med heat.

Once the butter is melted in the skillet, mix in the breadcrumbs and turn off the heat immediately. You just want the breadcrumbs to soak up the butter, not actually brown or cook. Forget about the breadcrumbs for now. They are doing their own thing.

Bread crumbs soaking up the butter...
Bread crumbs soaking up the butter…

Once the butter in the pot is melted, add the flour and whisk until smooth creating a roux.

Flour and butter...
Flour and butter…
Smoothed flour and butter creating a rue...
Smoothed flour and butter creating a roux…

Next add the milk to the roux and whisk until blended and smooth. Some people will add the milk a little at a time. I am not one of those people. I just add it all at once and whisk until blended and smooth. You will want to whisk almost constantly to make sure the cream sauce does not burn.

milk and rue blended....
milk and roux blended….

Add the cayenne pepper, salt, pepper, garlic (to taste) to the milk mixture.

Seasonings add in....
Seasonings add in….

You will know when the milk mixture is done as it will thicken and stick to the spoon or whisk (gravy like consistency).

Ready to have the cheese added to it. You can see the milk combo sticking to the whisk....
Ready to have the cheese added to it. You can see the cream sauce sticking to the whisk….

Once the cream sauce is done, turn off the heat and add the cheese directly to it. You do not want to cook the cheese, only blend it in to creamed sauce. Mix together until the cheese is completely melted.


Add the noodles to the cheese sauce and blend together until completely mixed.

Mac N Cheese ready to be baked. You can eat it this way if you want to. My kids have.
Mac N Cheese ready to be baked. You can eat it this way if you want to. My kids have.

You can add broccoli, ham, cauliflower, salsa (recipe here) etc to it. The sky is the limit on this one! If you want to add anything else to it, this is the time to add it in.

If your pot can not go into the oven (like mine) then you will need to transfer it to the baking dish.

Remember the breadcrumbs I told you to forget about? Well, time to remember them and sprinkle them on top of the mac n cheese.

Bread crumbs making their appearance again...
Bread crumbs making their appearance again…

Bake at 425 until the breadcrumbs are nice and golden brown (about 20 minutes)

Ready to eat...
Ready to eat…

4 Replies to “Kick Ass Mac N Cheese”

  1. Have you ever tried putting it in a crock pot instead of oven? Or, have you ever assembled it ahead of time and then put in the fridge and baked later?

    1. HA!!! Me and crock pots do NOT get along! I burn EVERYTHING in them!!!! Seriously, I do! I had no idea that you could burn water in a crock pot….but I have managed to do that more than once and then some on low! With that being said, I can see NO reason for this to not work in a crock pot. I have never assembled it before hand and baked later personally, but again, I can NOT see where this would not work either. My 2 youngest have actually eaten it straight off the stove before I put in the oven. Everything is already cooked. All the oven is doing is blending the tastes together. PLEASE let me know if you try these two things and how it works out! I know others may have been wondering the same thing!

      1. I usually use an entire box or bag of pasta. This way there is definitely leftovers for lunch. We are a family of 5 and the exception of my Hubby and once in a blue moon my oldest, we do not eat out. So leftovers are a MUST here.

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