Not-from-a-Box Macaroni and Cheese

Raise your hand if you didn’t glue macaroni to something in elementary school. Yeah, we didn’t think so. There’s something decidedly magical about macaroni in the classroom . . . and the kitchen. Whether the kids are climbing the walls or you’re just in from a night on the town, boxed mac ’n’ cheese is a blessing. But if you want to taste the best homemade macaroni and cheese you’ve ever had, try this ’60s baked cheesy macaroni casserole. Feel free to add tomato slices to the top.

For a milder macaroni and cheese–something of a kitchen time-machine classic–substitute 8 ounces of processed cheese product, such as Velveeta, for the Cheddar cheese and use crushed saltine crackers instead of the bread crumbs.–Rick Rodgers and Heather Maclean

LC Macaroni and Cheese Just Like Mom Used to Make Note

Macaroni and cheese just like Mom used to make. Okay, maybe just pretty darned close. (C’mon, the Velveeta? The crushed saltines?) Regardless, it’s incomparably better than what comes out of a box.

Not-from-a-Box Macaroni and Cheese

A small dish of not-from-a-box macaroni and cheese on a stack of plates with a fork resting beside it.
Rick Rodgers and Heather Maclean

Prep 20 mins
Cook 40 mins
Total 1 hr
4 to 6 servings
5 / 2 votes
Print RecipeBuy the The Mad, Mad, Mad, Mad Sixties Cookbook cookbook

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  • 4 tablespoons unsalted butter cold, plus more for the dish
  • 8 ounces (2 cups) elbow macaroni (or other short, stubby, twisty pasta)
  • 3 tablespoons all-purpose flour
  • 2 cups whole milk warmed
  • 8 ounces (2 cups) shredded sharp Cheddar cheese
  • 1/2 teaspoon dry mustard
  • Salt and freshly ground pepper
  • 1/2 cup fresh bread crumbs


  • Preheat the oven to 350°F (176°C) and position a rack in the center of the oven. Lightly butter a 1 1/2-quart casserole.
  • Bring a large pot of salted water to a boil. Add the macaroni and cook according to the package directions until al dente. Drain well.
  • Return the pasta pot to the stove over medium-low heat. Add 3 tablespoons of butter and melt. Add the flour and cook, whisking constantly, until smooth. Let bubble for 1 minute, without letting it brown. Whisk in the milk and bring to a simmer. Remove from the heat and immediately toss in the cheese and dry mustard but do not stir. Let stand for a minute or so, then whisk until the cheese is melted. Season with salt and pepper. Dump in the drained pasta and toss with the sauce.
  • Transfer the macaroni and cheese to the casserole, sprinkle with the bread crumbs, and dot with the remaining 1 tablespoon butter, cut into small pieces. Bake until bubbly and golden brown, about 25 minutes. Let stand for 5 minutes before scooping it onto plates, making certain to get some of the crunchy crumbs in each spoonful. Serve hot.
Print RecipeBuy the The Mad, Mad, Mad, Mad Sixties Cookbook cookbook

Want it? Click it.

Recipe Testers’ Reviews

This is a great standard mac and cheese recipe. It’d be wonderful for those who don’t know how to make homemade and need a little guidance, because if you follow the directions, you’ll end up with a wonderful, no-fail mac and cheese. This is pretty much the way we make ours, although we vary the cheese we use. We used sharp Cheddar this time, as the directions state. It’s actually also very good with Velveeta, although I’ve never tried crushed saltines instead of bread crumbs. I do love it with tomato slices on top, but since we can’t get good tomatoes now, we didn’t do that. It might serve four or more as a side dish, but we ate it as our main course, so it was about the right amount for two, maybe three, if you’re not real hungry.

Originally published March 19, 2012


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  1. 5 stars
    Now THIS is a retro recipe I can get into! Living in France I forget to make good old American dishes like this…and my family would love it! Thanks for the memories, the desire, and the recipe!

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