This is a straight-up mac and cheese without any twists, turns, or updates … but it is absolutely restaurant-quality.
Baked Mac and Cheese
Course: Dinner, SidesCuisine: English, American6
servings20
minutes1
hour1
hour20
minutesUse a food processor to shred the cheese. Then use it to chop the onion and garlic. Then use it to turn the crackers into crumbs.
Ingredients
1 lb elbow macaroni
1½ cups cracker crumbs
7 Tbs butter, divided
6½ cups (about 26 oz.) sharp cheddar cheese, shredded
2 Tbs olive oil, divided
1 medium white onion, peeled and fiinely chopped
2 cloves of garlic, peeled and finely chopped
¼ tsp ground nutmeg
¼ tsp Freshly ground black pepper
¼ tsp cayenne pepper
5½ cups of milk
½ cup AP flour
2 tsp Kosher salt, plus more for pasta water
Directions
- Preheat the oven to convection-bake 350°F (regular oven: 375°F).
- Cook the macaroni according to package directions, 1 minute less than the al dente timing. (If the package doesn’t ask you to salt the water, do salt it anyway, generously.) Drain and rinse with cold water. Set aside.
- Meanwhile, place the crumbs in a medium bowl. Melt 2 Tbs butter in the microwave. Pour it over the crumbs and stir thoroughly; set aside.
- Reserve 2 cups of the cheese. Place the rest into a large mixing bowl. Sprinkle with nutmeg, black pepper, and cayenne; set aside.
- Heat 1 Tbs oil in a 12-inch, high-sided (6 quart), oven-proof skillet over medium heat. Add the onion and and garlic, and cook, stirring occasionally, until the onion is soft, translucent, and just beginning to brown, 4 to 6 minutes.
- Meanwhile, warm the milk in the microwave or on the stovetop.
- Add the remaining 5 Tbs butter along with the remaining 1 Tbs oil to the onion. When the butter bubbles (don’t let it brown), add the flour. Cook, stirring 1 minute.
- While whisking constantly, add about 1 cup of the warm milk to the flour mixture. As soon as its incorporated, whisk in another cup. Whisk in all the remaining milk. Continue cooking, whisking constantly, until the mixture becomes thick as a chowder, 8 to 12 minutes.
- Pour the milk mixture into the mixing bowl with the cheese. Stir and fold until all the cheese melts. Taste; add salt as necessary (you may not need all 2 tsp). Stir in the macaroni.
- Pour the mixture back into the skillet. Sprinkle the remaining cheese and add the crumbs over the top. (Cover with foil.) Bake until golden brown, about 30 minutes, (removing the foil half-way through). Transfer the dish to a wire rack for 5 minutes; serve.
Notes
- Substitutions: pretzel crumbs, bread crumbs, or Panko for the cracker crumbs; swap out 8 oz of the cheddar with Gruyère; swap out ¾-cup of the milk with half-and-half
- How to Reheat Mac and Cheese

Serving Size
I guess that mac and cheese is most commonly thought of as a side dish, but I would (and do) have it and nothing else for dinner, and I’m pretty sure I’m not the only one. When I say it serves six, I’m talking about generous main course portions. You could add something like chicken or sausage if you’re eating it as a main. I generally don’t find this necessary when it’s freshly baked, but I do like to add these things to the leftovers. (Leftover, it’s not quite as amazing as fresh, but it’s nothing I’d ever complain about.)
Obviously, you could get twice the number of servings any maybe more serving it as a side.
Ingredient Notes
- The called-for amount of cayenne will have the smallest imaginable effect on the finished mac. If you don’t like heat at all, though, skip it and don’t worry about substituting for it.
- Saltines make the best topping, but anything works.
Cooking Notes
- Instead of pouring the béchamel into the cheese, you could add the cheese to the skillet and wind up with fewer things to wash afterward. However, I find it easier to mix in the bowl.
- The foil helps you prevent the cheese topping from getting too dark.
Social Learning
Mac and Cheese – especially the béchamel, baked sort – has Medieval, English origins. It is nonetheless an iconic staple of American cooking – although in U.S. home kitchens (especially those that serve young children) you’re likely to encounter the stovetop version more frequently.
Mac and cheese came to the states in a very, very interesting, rarely talked about way. Thomas Jefferson became familiar with it while in Europe. Jefferson brought one of the people he enslaved, James Hemings, to Paris and had him train under French chefs, and the subsequent version of mac and cheese that Hemings made became one of Jefferson’s favorite dishes.
It’s more than worth noting that Hemings was the first American to ever receive French culinary training.
Jefferson took Hemings with him everywhere he lived: Philly, New York, eventually Monticello – until Hemings earned his freedom in 1796. Jefferson’s dinner table was one of the most politically and culturally influential in early America, and because James Hemings was the chef preparing those meals, his cooking reached some of the most powerful people in the country.
So, we Americans owe our love of one of our most iconic dishes to the work of an enslaved person.
Although we don’t have the recipe in Heming’s handwriting, historians and food scholars have reconstructed it. It’s a stovetop version: 4 cups water, 2 cups whole milk, 2 cups dry elbow macaroni, 4 Tbs unsalted butter, 1 cup grated Parmesan, 1 cup shredded sharp cheddar, 1 tsp salt, ½-tsp black pepper. Combine the water and milk in a large pot and bring it to a gentle boil. Add the macaroni, reduce heat to low, and simmer until tender and most liquid is absorbed (12–15 minutes), stirring occasionally. Stir in the butter until melted and evenly incorporated. Season with salt and pepper. Add the Parmesan and cheddar gradually, stirring until fully melted into a creamy sauce. Let rest a few minutes to thicken, then serve warm.
Fifteen minutes is probably too long a boil time for modern pasta. Instead, I might reduce the boiling time to the package recommendation. Then drain, reserving the liquid. Finally, add any necessary liquid back in order to properly incorporate the cheese. I’ll try this and report back to you.
The Backstory
This Baked Mac and Cheese recipe is a much simplifed version of another Make It Like a Man! mac and cheese recipe. Simpler to prepare, but no less delicious.

Baked Mac and Cheese
Credit for images on this page: Make It Like a Man! unless otherwise credited. This content was not solicited by anyone, nor was it written in exchange for anything. Thank you, Kesor. Thanks, Prosper Circle.
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