Creamy Upgraded Mac and Cheese: A Homestyle Delight

Featured in Hearty Mains.

Discover my creamy, flavorful Upgraded Mac and Cheese recipe. Rich cheeses and a secret ingredient make this homestyle dish a family favorite.
Casey - Recipe Author
Updated on Fri Jan 09 2026 at 08:48 AM
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Creamy Upgraded Mac and Cheese: A Homestyle Delight | Recipes by HomeChef

You know, some dishes just stick with you, right? For me, it's always been mac and cheese. Not the boxed kind, though I had my moments with that as a kid, oops. I’m talking about the kind that smells like home and feels like a warm hug. My grandma's mac and cheese was legendary, but honestly, it was pretty simple. As I got older, I started thinking, how can I make this even more? More creamy, more flavorful, more… me? This Upgraded Mac and Cheese recipe is the result of many kitchen experiments, a few burnt roux attempts, and a whole lot of cheese.

I remember one time, I was so excited to try a new cheese blend for this Upgraded Mac and Cheese, I completely forgot to salt the pasta water. I mean, totally blanked! The final dish was still good, but it just lacked that certain oomph. Lesson learned: the little details matter, even in seemingly simple steps. But hey, that's cooking, isn't it? A bit of chaos, a lot of love, and sometimes, a forgotten ingredient!

Ingredients

  • Elbow Macaroni: I love the way these little elbows cradle the sauce. Honestly, don't use anything too thin, you want something sturdy.
  • Unsalted Butter: The base of our creamy dreams! Don't skimp here, just don't. It's the beginning of a good roux.
  • All-Purpose Flour: This is what thickens our sauce. I've tried gluten-free flour, and it works, kinda, but the texture is a bit different.
  • Whole Milk: For that rich, creamy base. Please, for the love of all things delicious, no skim milk. Seriously.
  • Heavy Cream: This is my secret weapon for an extra luscious Upgraded Mac and Cheese. It adds a luxurious mouthfeel you won't get otherwise.
  • Sharp Cheddar: The classic! I always grate my own, because the pre-shredded stuff has additives that mess with the melt. You'll smell the difference.
  • Gruyère Cheese: This is where the 'upgraded' part really shines. It adds a nutty, complex flavor that elevates everything.
  • Parmesan Cheese: Just a touch for that salty, umami kick. I always have a wedge in my fridge, and the smell of freshly grated Parmesan is just divine.
  • Cream Cheese: A game-changer for extra creaminess and a subtle tang. I didn't expect that it would work so well, but it does!
  • Dijon Mustard: A tiny bit, I promise you won't taste 'mustard'. It just enhances the cheese flavor, making it brighter.
  • Nutmeg: A pinch makes the cheese sauce sing. It's a classic pairing with dairy, and the aroma is just comforting.
  • Black Pepper & Salt: Season to taste, hon! Freshly ground pepper is a must for me.
  • Panko Breadcrumbs: For that irresistible crispy topping. I always toast mine with a bit of butter for extra golden crunch.

Instructions

Prep Your Pasta, My Friend:
First things first, get a big pot of water boiling. Add a generous amount of salt seriously, make it taste like the ocean! I always forget to salt the water enough, and the pasta ends up bland. Cook your elbow macaroni according to package directions until it's al dente. We don't want mushy pasta here, it'll cook a bit more in the oven. Drain it well, but don't rinse it! That starchy water helps the sauce cling later. Set it aside, maybe toss with a tiny bit of butter so it doesn't stick.
Build That Roux Base:
Now for the heart of our Upgraded Mac and Cheese: the roux. In a large saucepan or Dutch oven, melt your unsalted butter over medium heat. Once it's shimmering, sprinkle in the all-purpose flour. Whisk, whisk, whisk! You want to cook this for about 1-2 minutes, stirring constantly, until it forms a pale, bubbly paste and smells a little nutty. This is where I almost burned it once because I got distracted by a text oops! Keep an eye on it, you don't want it to brown too much.
Whisk in the Liquids, Slowly:
Okay, here’s where we get creamy. Gradually whisk in the whole milk and heavy cream, a little at a time. I usually add about a quarter of the liquid, whisk until it's smooth and lump-free, then add more. Keep whisking! It's going to look thin at first, but it will thicken up as it comes to a gentle simmer. Keep stirring to prevent scorching, you'll feel it thicken. This stage always smells so comforting, like a promise of deliciousness to come.
Melt in the Cheesy Goodness:
Once your sauce is thick enough to coat the back of a spoon, reduce the heat to low. Now, add your shredded sharp cheddar, Gruyère, Parmesan, and the cream cheese. Stir constantly until all the cheeses are completely melted and the sauce is smooth and velvety. This is the magic moment for our Upgraded Mac and Cheese! Stir in the Dijon mustard, a pinch of nutmeg, and season with black pepper and salt to taste. Taste it, adjust it make it yours!
Combine and Prepare for Baking:
Pour your cooked, drained macaroni into the glorious cheese sauce. Stir gently until every single piece of pasta is coated in that luscious, creamy goodness. I like to use a big spatula for this, making sure not to break up the pasta too much. It's okay if it's a little messy, that's just real cooking, right? Transfer the mixture to a 9x13 inch baking dish. If you're feeling extra, give the dish a quick buttering first.
Bake to Golden Perfection:
Preheat your oven to 375°F (190°C). In a small bowl, melt a tablespoon of butter and toss with the panko breadcrumbs. Sprinkle these buttery breadcrumbs evenly over the top of your mac and cheese. Bake for 20-25 minutes, or until the top is golden brown and bubbly. The smell filling your kitchen will be incredible, I promise! Let it rest for a few minutes before serving, it helps the sauce set a little. Trust me, it’s worth the wait!

There’s something so satisfying about pulling this Upgraded Mac and Cheese out of the oven, all bubbly and golden. The kitchen always smells heavenly, and it just brings everyone together. I remember one chilly evening, after a particularly long day, this dish was exactly what I needed. It’s more than just food, it’s a moment of calm, a little bit of joy in a bowl.

Upgraded Mac and Cheese Storage Tips

Okay, so storing this Upgraded Mac and Cheese. It's best eaten fresh, honestly, but leftovers are still pretty darn good! I've had success storing it in an airtight container in the fridge for up to 3-4 days. When reheating, I've learned that the microwave can sometimes make the sauce a little grainy or separate so don't do that lol, unless you're in a real pinch. My favorite way to reheat is gently on the stovetop with a splash of milk or cream, stirring until it's creamy again. Or, even better, pop it back in the oven at 300°F (150°C) for about 15-20 minutes, covered, until warmed through. The breadcrumb topping might lose some crunch, but the cheesy goodness inside will still be there for you.

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Upgraded Mac and Cheese Ingredient Substitutions

I've played around with so many variations for this Upgraded Mac and Cheese! For the pasta, cavatappi or orecchiette work beautifully if you don't have elbows, they also hold onto that glorious sauce. As for the cheese, feel free to experiment! I've tried smoked gouda instead of Gruyère, and it gave it a wonderfully smoky depth totally different vibe, but surprisingly good! A sharp white cheddar can swap for the yellow cheddar. If you're out of heavy cream, you can use all whole milk, but you'll lose a little of that luxurious richness. For the breadcrumbs, crushed Ritz crackers or even some crushed cornflakes (I know, sounds wild, but it works!) can give a nice crunch. Just have fun with it!

Serving Suggestions for Upgraded Mac and Cheese

This Upgraded Mac and Cheese is a star on its own, but it plays well with others too! For a weeknight dinner, I love serving it with a simple, crisp green salad with a tangy vinaigrette that little bit of freshness cuts through the richness beautifully. If you're feeling extra, some roasted broccoli or asparagus on the side is always a hit. And for drinks? A chilled glass of white wine, like a Chardonnay, or even a simple sparkling cider, really complements the creamy flavors. This dish and a cozy movie night? Yes please. It's the kind of meal that makes you want to curl up on the couch and just relax.

The Upgraded Mac and Cheese Backstory

Macaroni and cheese has a surprisingly long history, with roots tracing back to 14th-century Italy, though Thomas Jefferson is often credited with introducing it to America. But for me, the backstory of this Upgraded Mac and Cheese is personal. It started with my grandma's simple recipe, a staple at every family gathering. Over the years, I started adding my own touches a bit of Gruyère here, a dash of Dijon there, a splash of cream. It evolved from a childhood comfort food into something more sophisticated, yet still deeply comforting. It’s a dish that carries memories, but also makes new ones every time I cook it, a true evolution of a classic.

So there you have it, my Upgraded Mac and Cheese. It's a recipe born from a love for classic comfort and a desire to make it just a little bit more special. It always brings smiles to faces around my table, and honestly, that's what cooking is all about, right? I hope you give it a try and make it your own. Let me know how your version turns out I always love hearing about your kitchen adventures!

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Frequently Asked Questions

→ Can I make this Upgraded Mac and Cheese ahead of time?

You can definitely prep the cheese sauce a day in advance and store it in the fridge. Just gently reheat it on the stovetop before combining with freshly cooked pasta. I've found it works best that way!

→ What if I don't have Gruyère for this Upgraded Mac and Cheese?

No Gruyère? No problem! I've had good results using sharp white cheddar, Fontina, or even a good quality mild provolone. Smoked gouda is also a fantastic, albeit different, option.

→ My cheese sauce is lumpy! What did I do wrong?

Oh, I've been there! Lumps usually mean the flour didn't cook long enough in the butter, or the milk was added too quickly. Keep whisking, and if it's really lumpy, you can pass it through a fine-mesh sieve.

→ How long does Upgraded Mac and Cheese last in the fridge?

Leftovers of this Upgraded Mac and Cheese are good for about 3-4 days in an airtight container. I usually avoid microwaving it to keep the sauce smooth, stovetop reheating is my go-to.

→ Can I add meat to this Upgraded Mac and Cheese recipe?

Absolutely! I've added cooked, crumbled bacon, shredded chicken, and even some spicy Italian sausage before. It really takes this Upgraded Mac and Cheese to another level, depending on your mood!

Creamy Upgraded Mac and Cheese: A Homestyle Delight

Discover my creamy, flavorful Upgraded Mac and Cheese recipe. Rich cheeses and a secret ingredient make this homestyle dish a family favorite.

4.3 out of 5
(20 reviews)
Prep Time
15 Minutes
Cook Time
30 Minutes
Total Time
45 Minutes
By: Casey

Category: Hearty Mains

Difficulty: Intermediate

Cuisine: American

Yield: 6 Servings

Dietary: Vegetarian

Published: Thu Oct 30 2025 at 02:39 AM

Last Updated: Fri Jan 09 2026 at 08:48 AM

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Ingredients

→ Pasta & Base

01 1 lb elbow macaroni
02 1/2 cup (1 stick) unsalted butter
03 1/2 cup all-purpose flour
04 3 cups whole milk
05 1 cup heavy cream

→ Cheesy Heart

06 2 cups shredded sharp cheddar cheese
07 1 1/2 cups shredded Gruyère cheese
08 1/2 cup grated Parmesan cheese
09 4 oz cream cheese, softened

→ Flavor Power-Ups

10 1 tsp Dijon mustard
11 1/4 tsp ground nutmeg
12 1/2 tsp black pepper, freshly ground
13 Salt to taste

→ Finishing Touches

14 1 cup Panko breadcrumbs
15 1 tbsp unsalted butter, melted (for topping)

Instructions

Step 01

First things first, get a big pot of water boiling. Add a generous amount of salt – seriously, make it taste like the ocean! I always forget to salt the water enough, and the pasta ends up bland. Cook your elbow macaroni according to package directions until it's al dente. We don't want mushy pasta here, it'll cook a bit more in the oven. Drain it well, but don't rinse it! That starchy water helps the sauce cling later. Set it aside, maybe toss with a tiny bit of butter so it doesn't stick.

Step 02

Now for the heart of our Upgraded Mac and Cheese: the roux. In a large saucepan or Dutch oven, melt your unsalted butter over medium heat. Once it's shimmering, sprinkle in the all-purpose flour. Whisk, whisk, whisk! You want to cook this for about 1-2 minutes, stirring constantly, until it forms a pale, bubbly paste and smells a little nutty. This is where I almost burned it once because I got distracted by a text – oops! Keep an eye on it, you don't want it to brown too much.

Step 03

Okay, here’s where we get creamy. Gradually whisk in the whole milk and heavy cream, a little at a time. I usually add about a quarter of the liquid, whisk until it's smooth and lump-free, then add more. Keep whisking! It's going to look thin at first, but it will thicken up as it comes to a gentle simmer. Keep stirring to prevent scorching, you'll feel it thicken. This stage always smells so comforting, like a promise of deliciousness to come.

Step 04

Once your sauce is thick enough to coat the back of a spoon, reduce the heat to low. Now, add your shredded sharp cheddar, Gruyère, Parmesan, and the cream cheese. Stir constantly until all the cheeses are completely melted and the sauce is smooth and velvety. This is the magic moment for our Upgraded Mac and Cheese! Stir in the Dijon mustard, a pinch of nutmeg, and season with black pepper and salt to taste. Taste it, adjust it – make it yours!

Step 05

Pour your cooked, drained macaroni into the glorious cheese sauce. Stir gently until every single piece of pasta is coated in that luscious, creamy goodness. I like to use a big spatula for this, making sure not to break up the pasta too much. It's okay if it's a little messy, that's just real cooking, right? Transfer the mixture to a 9x13 inch baking dish. If you're feeling extra, give the dish a quick buttering first.

Step 06

Preheat your oven to 375°F (190°C). In a small bowl, melt a tablespoon of butter and toss with the panko breadcrumbs. Sprinkle these buttery breadcrumbs evenly over the top of your mac and cheese. Bake for 20-25 minutes, or until the top is golden brown and bubbly. The smell filling your kitchen will be incredible, I promise! Let it rest for a few minutes before serving, it helps the sauce set a little. Trust me, it’s worth the wait!

Notes

  1. Don't skimp on the cheese quality, it *really* makes a difference, hon.
  2. You can make the cheese sauce a day ahead and store it in the fridge, just gently reheat before combining with pasta.
  3. Tried smoked gouda once instead of Gruyère – totally different vibe, but surprisingly good!
  4. Serve this with a simple green salad to cut through the richness, it's a perfect balance.

Tools You'll Need

  • Large pot
  • large saucepan or Dutch oven
  • whisk
  • 9x13 inch baking dish

Allergy Information

Please check ingredients for potential allergens and consult a health professional if in doubt.
  • Dairy
  • Wheat

Nutrition Facts (Per Serving)

It is important to consider this information as approximate and not to use it as definitive health advice.
  • Calories: 650
  • Total Fat: 45g
  • Total Carbohydrate: 40g
  • Protein: 25g

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