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baked and creamy homemade macaroni and cheese after being cooked in a white dish

Creamy Homemade Macaroni and Cheese

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  • 16 oz elbow macaroni cooked al dente
  • 1 tbsp extra virgin olive oil
  • 10 tbsp butter divided
  • 1/3 cup all purpose flour
  • 3 cups whole milk
  • 1 cup heavy whipping cream
  • 4 cups sharp cheddar cheese shredded
  • 2 cups mozzarella cheese shredded
  • salt and pepper to taste
  • 1 1/2 cups panko crumbs
  • 1/2 cup Parmesan cheese shredded
  • 1/4 tsp smoked paprika or regular paprika


  • Preheat oven to 350F. Lightly grease a large 4-qt baking dish* and set aside
  • Combine cheddar and mozzarella cheeses in a large bowl and set aside
  • Cook the pasta one minute short of al dense
  • Remove from heat, drain, rinse with cold water and place in a large bowl. **
  • Drizzle pasta with olive oil and stir to coat pasta. Set aside to cool while preparing cheese sauce
  • Melt 6 tablespoons of butter in a deep saucepan
  • Whisk the flour into the butter over medium heat and continue whisking for about 1 minute until bubbly and golden - do not burn!
  • Gradually whisk in the milk and heavy cream until smooth
  • Continue whisking until you see bubbles on the surface and then continue cooking and whisking for another 2 minutes
  • Add in salt and pepper
  • Add two cups of shredded cheese and stir until smooth
  • Add another two cups of shredded cheese and continue whisking until creamy and smooth
  • Add the last couple cups of cheese to the sauce - the sauce will be thick at this point and that's a good thing!
  • Stir in the cooled pasta until combined and pasta is fully coated with the cheese sauce
  • In a small bowl, combine panko crumbs, Parmesan cheese, melted butter and paprika.
  • Sprinkle over the top and bake, uncovered until bubbly and golden brown, about 30 minutes.
  • Broil in the oven for two minutes if you want a crispier topping.
  • Enjoy!