Homestyle Macaroni and Cheese

I eat a lot of great food.  Trust me when I say that I eat well and I don’t deprive myself of what I’m craving.  So once in a while, I feel like I have to give my body a break and hold off on eating certain things.  I can give up sugar for a week or two.  I don’t like to give up wine, but that happens once in a while as well.  And limiting carbs every so often is good for whittling down my love handles.  But there is one thing that I have a very tough time giving up:  CHEESE.  I love cheese.  I love cheese of every kind, color and nationality.  It’s part of my happy existence, and I just can’t say no to it all that often.  Because of that, I tend to buy GOOD cheese.  I love the gourmet cheese section at specialty markets, and I’m in heaven when I’m lucky enough to actually spot a cheese shop!  So you probably wouldn’t be terribly surprised to learn that I absolutely adore a good, homemade Macaroni and Cheese.  I.Love.The.Stuff.

For this macaroni and cheese, I used an aged sharp cheddar.  The sharper the better, as far as I’m concerned.  I love the tangy flavor.  I don’t have a particular brand that I stick to, but I happen to enjoy Cabot’s varieties quite a lot.

Pictured above: the Mac and Cheese is made on the stovetop and then transferred to a baking dish.  I topped this one with a bacon and butter-cracker crumb topping.  Finished off in the oven in just 20 minutes, it browns nicely and comes out hot and bubbly… and very cheesy!

I made this one night for dinner last week… when I just so happened to have placed my body on a temporary carb-ban.  Let’s just say that the ban was totally over once this came out of the oven.  I couldn’t resist my own homemade Macaroni and Cheese.  How funny is that?!  After a few major bites, I was delivered into Cheese Heaven and Beyond.  It was totally worth it to cave into the craving.  My husband loved it too.  And I delivered leftovers to the lucky neighbors next door (spreading the Cheese Love).  My son, however, informed me that my Mac and Cheese was TOO CHEESY!  What the heck?  Who is this boy… cause he’s totally not mine if he thinks something has TOO MUCH CHEESE?  I can’t even relate.  Crazy kid.

Yield: 8 servings

Prep Time: 25 min

Cook Time: 30 min

Homestyle Macaroni and Cheese



2 cups small (dry) elbow macaroni (or another small pasta)
1/4 cup salted butter
3 Tablespoons All Purpose Gold Medal® Flour
2 cups milk
One 8-ounce package cream cheese, softened
1 Tablespoon Dijon mustard
salt and pepper to taste
8-ounces shredded sharp cheddar cheese

20 Ritz crackers (or another buttery cracker), crushed
4 slices bacon, cooked until almost crisp (then chopped)
1 heaping tablespoon finely chopped fresh parsley


1. Cook the macaroni using package directions; drain.
2. Preheat the oven to 400 degrees F. Place a rack on the lower-third rung in your oven. Spray 2 1/2- quart baking dish with cooking spray.
3. Melt butter in a large saucepan over medium heat. Whisk in the flour. Cook until smooth and bubbly, stirring constantly. Whisk in the milk, cream cheese, Dijon mustard, salt and pepper. Cook for 3 to 5 minutes or until thickened, stirring constantly. Stir in the cooked pasta and cheddar cheese.
4. Spoon the cheesy macaroni into the prepared baking dish.
5. In a small bowl, mix the topping ingredients. Sprinkle the topping evenly over the top of the cheesy macaroni. Bake for 20 minutes, or until golden brown.


Other delicious-looking Macaroni and Cheese recipes on these fabulous food blogs: 
Bacon and Pea Macaroni and Cheese by Confections of a Foodie Bride 
Spinach Macaroni and Cheese by RecipeGirl
Avocado Mac and Cheese by Two Peas and Their Pod 
Macaroni and Cheese Egg Rolls by Taste and Tell 
Chorizo Mac and Cheese by Simply Recipes 

41 Responses to “Homestyle Macaroni and Cheese”

  1. postedMar 18, 2013 5:04 AM

    I can not imagine ever thinking that mac n cheese is too cheesy, ever! I wouldn’t be able to resist this either!

  2. postedMar 18, 2013 5:52 AM

    I always say that cheese is the one reason I could never go vegan…and this is really calling to me right now! No such thing as too cheesy. Ever.

  3. postedMar 18, 2013 5:58 AM

    The more cheese, the better. This would bring a smile to anyone’s face.

  4. postedMar 18, 2013 6:15 AM

    Mac and cheese is pretty much one of my favorite things ever. This looks amazing.

  5. postedMar 18, 2013 6:26 AM

    Lori, I agree…fellow cheese fiend, here! Had to give up dairy, grains and sugar (including fruit!) last year for 6 months to recover from an illness. It. Was. So. Hard! Your Mac & Cheese recipe looks simply divine! xo

  6. postedMar 18, 2013 6:28 AM

    No such thing as too much cheese. The boy needs to go to cheese bootcamp 🙂

  7. postedMar 18, 2013 6:32 AM

    I am with you on the need for cheese – ommitting it is not an option on any of my diets!

  8. postedMar 18, 2013 6:57 AM

    Seriously drooling over here at 7am, yum!!

  9. postedMar 18, 2013 7:30 AM

    This looks to die for! I love the addition of the dijon mustard. That topping looks so perfectly crispy and golden brown. I’ll be making this!

  10. postedMar 18, 2013 7:54 AM

    Never too much cheese!! That bacon and cracker crust looks so fab!!

  11. postedMar 18, 2013 8:04 AM

    How can it ever be too cheesy?! Mac n cheese is my absolute weakness – I definitely wouldn’t have been able to resist this!

  12. postedMar 18, 2013 8:40 AM

    Hi Lori,
    Just found out about you on Pinterest! Now I have you on my Yahoo front
    page! Just love your site and I’ll be checking in atleast once a day!!
    Cheese chees cheese and noodles!!! woohoo! lol!

    • postedMar 18, 2013 10:07 PM

      Nice to meet ya!

  13. postedMar 18, 2013 9:15 AM

    Perfect mid-weed dinners!

  14. postedMar 18, 2013 9:30 AM

    Oh wow that topping looks amazing!

  15. postedMar 18, 2013 10:06 AM
    Kate @ Only Cake Pops

    Oh my god! That looks amazing. Totally indulgent. I love the addition of the dijon mustard – give that cheese an extra kick. And so glad to see that bacon is included (should be mandatory in mac and cheese!)

  16. postedMar 18, 2013 11:27 AM

    I was in a big Mac-n-Cheese mood this past weekend, this would have hit the spot I’m sure! Looks great.

  17. postedMar 18, 2013 1:01 PM

    Ohh my, this looks simply perfect!! I’d get huge brownie points too if I made this tonight, thanks for the idea 😉

  18. postedMar 18, 2013 2:42 PM

    This looks like the perfect idea for dinner!

  19. postedMar 18, 2013 3:46 PM

    That topping is heavenly! I love mac and cheese and can never say no to it. I admire you being able to give up sugar for a week or two, man I wish I could do that!

  20. postedMar 18, 2013 4:51 PM

    You’ve got my mouth watering for this mac and cheese! I’m with you… I can’t give up cheese when I’m watching what I eat, so I do tend to go with really good cheese so that it’s worth it. 🙂

  21. postedMar 18, 2013 5:07 PM

    MMMM more cheese please! I definitely feel you on giving up cheese, oh the torture! Have you tried the Unexpected Cheddar at TJ’s? I literally go through blocks of that by the day!

  22. postedMar 18, 2013 6:10 PM

    Drooling on my keyboard…

  23. postedMar 18, 2013 6:26 PM

    I’ve never wanted anything more! I must try this soon! That topping….

  24. postedMar 18, 2013 6:42 PM

    I can almost taste this through the screen it looks so amazing! Yum Yum!

  25. postedMar 18, 2013 7:47 PM

    Macaroni and cheese is comfort food to the MAX. I thought the point of mac ‘n cheese was the cheesier the better. 🙂

  26. postedMar 18, 2013 8:04 PM

    The cheesier the better in my opinion! This looks delicious!

  27. postedMar 18, 2013 10:14 PM

    Seriously – there is no such thing as too much cheese! And I’m with you – the sharper the better. This sounds amazing!!

  28. postedMar 19, 2013 9:04 AM

    I could not give up cheese either! We all love it too much! 🙂 This mac and cheese looks so comforting. Love the cracker topping!

  29. postedMar 19, 2013 9:48 AM

    Too funny about your son! I agree with you, NEVER too much cheese! I am way obsessed with Mac and Cheese too! 🙂 This looks amazing!

  30. postedMar 19, 2013 10:13 AM

    Of yum, your mac and cheese looks divine!

  31. postedMar 19, 2013 10:32 AM

    Now this is comfort food. Looks so good. Knowing me I would eat the leftovers cold right out of the fridge. And “too cheesy” is a good thing.

  32. postedMar 19, 2013 10:59 AM

    I love the look of this mac and cheese. I can’t imagine my kids thinking anything was too cheesy, but maybe this is his way of rebelling against his parents?

  33. postedMar 19, 2013 1:22 PM

    I never get sick of mac n’ cheese recipes. I think it is my favorite thing to make. This looks perfect and creamy!

  34. postedMar 20, 2013 7:30 AM

    Yum! I grew up hating mac & cheese and now I’m a connoisseur (making up for lost time… this looks divine!

  35. postedMar 21, 2013 6:30 AM

    Cheese will never, ever leave my diet!

    Needed a mac-n-cheese recipe for tomorrow evening! Thanks!!

  36. postedMar 23, 2013 7:06 AM

    There is no such thing as too cheesy! This look fabulous, no way I could resist it either!

  37. postedNov 18, 2013 11:27 AM

    Made this last week as a side dish for company–left out the bacon bc there were some vegetarians in the mix. It was delicious! We were testing it out to see if we wanted to use it for a side dish at thanksgiving. It was the first and last recipe we tested–no need to try others, it was that good! The ritz cracker topping was so good, just the right amount of butteriness and so light that they almost melted in your mouth as you ate a bite, but still getting a bit of crispness as texture. It’s a keeper, for sure!

    • postedNov 20, 2013 10:53 AM

      So glad it was a hit!

  38. postedOct 13, 2015 8:53 AM

    Hi! How many cups would you say 8 ounces of cheese is? I stock up on cheese when I go to costco. I have a much bigger bag than 8 ounces. Any help would be a appreciated!

    • postedOct 14, 2015 7:13 AM

      8 ounces of cheese = 2 cups

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