Mom’s Homemade Macaroni & Cheese Recipe

One of my daughters was having a friend over for dinner tonight, so I made up my mom’s famous homemade macaroni and cheese. This dish is pretty much a guaranteed crowd-pleaser with the under-10 set, who are often more difficult to please and are less willing to try something new. It’s exponentially better than instant pasta and powdered cheese. In my opinion, my mother makes the best macaroni and cheese in the world; it was such a favorite of mine that I requested it for my birthday dinner for at least twenty years in a row. It made me very sad when I realized that my dairy intolerance means that I’d have to give up eating mom’s mac & cheese.

Mom’s recipe originally came from the back of a box of dried macaroni noodles, but over the years she tweaked and perfected it until it bears little resemblance to the original. This recipe makes a lovely creamy cheese sauce for the pasta and creates a crispy crunch on the top of the casserole. The crispy top is generally everyone’s favorite part and is fought over in my house.

Mom’s Homemade Macaroni and Cheese
Serves 4

According to the directions on the package, cook:
2 cups uncooked dried macaroni
Preheat oven to 350°F.
In a medium-sized saucepan or in the microwave in an oven- and microwave-safe casserole dish, melt:
3 Tbsp butter
Whisk into the butter:
3 Tbsp all-purpose white flour
1 tsp salt
1/8 tsp black pepper
Stir in:
3 cups 2% milk
Cook over medium heat, stirring regularly (with a whisk works best) until thickened to the consistency of a white sauce. Alternately, cook in the microwave, stirring every 3 minutes to remove lumps, until the desired consistency is achieved.
Add:
2 cloves of garlic, peeled and finely chopped or grated
1/2 tsp Worcestershire sauce
1/2 tsp table mustard
2 cups coarsely grated old cheddar cheese
Optionally, you may add:
(1 medium onion, finely chopped)
Stir mixture until cheese is fully melted and ingredients are evenly mixed. Add the previously-cooked macaroni and stir well. Fill a 2.5-quart (2.3L) oven-safe casserole dish with this mixture. If sauce was prepared in the microwave, simply add the noodles to the mixture already in the casserole dish.
With a rolling pin, crush:
8 salted soda crackers* (about 25g (0.9oz))
Mix crushed crackers with:
1/4 cup grated old cheddar cheese
Sprinkle this mixture evenly on top of the contents of the casserole dish.
Bake uncovered for 20-30 minutes.
Generously serves four adults.

*I prefer Premium Plus or Premium Plus Whole Wheat crackers, but there’s no reason that other kinds of crackers can’t be used. I have made this recipe so many times — and relied on whatever I had in my pantry at the time — that I have probably used everything going. The crushed crackers used in the photos were actually Original Baked Naan Crisps by Sarah’s Fine Foods.

This recipe is very flexible. Here are some variations that I have tried:

– This dish freezes very well. When preparing portions for the freezer, skip the baking step when preparing. Instead re-heat the entire casserole in the oven at 350°F (175°C), which will re-melt the cheese and crisp up the topping. Bake until cheese starts to bubble and the center of the casserole is warm, which generally takes between 30min and 1 hour, depending on how large the portions are that you have frozen. You can reheat frozen portions in the microwave, but the topping won’t get crispy.

– This dish also travels and reheats well, so it’s perfect to bring to potluck meals.

– Use a different kind of pasta. Most smaller pastas, such as penne, rotini, rigatoni, shells, or wagon wheels, work just as well as macaroni. Penne rigate is a favorite of mine and is probably used more often than macaroni in our household. Whatever you choose, you’ll need about two cups of dried pasta.


This dish, to me, is the only truly proper one for making Mom’s homemade macaroni and cheese (although in reality any appropriately-sized casserole dish works equally well). It’s just that this is what my mom used for the entirety of my childhood: a Pyrex casserole dish from the late 1970’s/early 1980’s with flowers on the side.

– Use fresh pasta instead of dried. The yield for fresh pasta is different than dried, but in the end you’ll need about five cups of cooked pasta.

– For a healthier dish, use whole-wheat pasta.

– If you’re cooking without a stove, prepare the sauce in a microwave and bake the final casserole in a toaster oven. You can even “bake” the casserole in the microwave, but the top won’t get crispy (as I learned the hard way when my oven broke when cooking dinner for my in-laws for the first time).

– Change up the cheese; use a blend of cheddar and mozzarella/Gouda/etc., or switch up the cheese entirely. Sharp cheeses work best.

– To make baby food for an older baby, use whole-wheat noodles that are made without eggs and whole-fat milk. Skip the onions and the crispy top. Run the macaroni and cheese through a blender/food mill/food processor to make it smooth, adding whole milk gradually until the desired consistency is reached. This works best while the mixture is still warm, as it does congeal when it cools. My daughters loved their macaroni and cheese baby food — and now they’re huge fans of the regular kind.

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