Creamy Baked Mac And Cheese
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This is Baked Mac And Cheese with a sauce that stays creamy the whole way through and a top that goes properly golden under the broiler. It all happens in one cast iron skillet, which means one pan to wash instead of 3. I’ve been making it this way for years and the only thing that’s really changed is that I finally stopped being shy with the salt.

The Skillet Mac and Cheese That Gets Requested By Name
Here’s what I want for you: a pan of mac and cheese that comes out of the oven with a crackly golden top, and underneath it, a sauce that’s still silky. Not stiff. Not oily. Not that sad grainy business where the cheese and the butter have gone their separate ways and are no longer on speaking terms.
That comes down to 2 things, and neither of them is expensive cheese. It’s how hot you let the sauce get once the cheese goes in, and how well you season it. Get those right and this is the mac and cheese people ask you to bring.
Sharp cheddar does most of the flavor work here. Provolone does something quieter and honestly more important, which I’ll get into below, because it’s the reason this one turns out the way it does.
Why There’s Provolone In Here
Most baked mac and cheese leans on Gruyere for the melt. Gruyere is lovely. Gruyere is also $18 a block and I am not made of money.
Provolone melts beautifully, stays stretchy instead of seizing up, and it’s mild enough that it doesn’t fight the cheddar for attention. It just makes everything smoother. You’ll find it at any grocery store, usually right next to the mozzarella, and it costs a fraction of what the fancy stuff does.
If you can only find sliced provolone at the deli counter, that works. Ask for it in 1 thick piece and shred it yourself.
Ingredients in Baked Mac and Cheese

- Elbow macaroni (12 ounces): About 3 cups dry. Elbows are traditional and they trap sauce in their little curves, which is the entire point. Shells and cavatappi work just as well if that’s what’s in the pantry.
- Unsalted butter (4 tablespoons): The base of the roux. Unsalted so you’re in charge of the seasoning, not the butter company.
- All purpose flour (4 tablespoons): This is what holds the sauce together. Skip it and you’ve got hot milk with cheese floating in it.
- Salt (1 teaspoon), plus more for the pasta water: Go read that again. 1 teaspoon in the sauce, and a good tablespoon in the water you boil the pasta in. Underseasoned mac and cheese is the number 1 reason a perfectly good pan of it tastes like nothing.
- Black pepper (¼ teaspoon): Freshly cracked if you’ve got it.
- Milk (3 cups), warmed: Whole milk is my preference but 2% is fine. Warm it first. Cold milk hitting a hot roux is how you get lumps, and then you’re standing there picking flour clumps out with a spoon like a sad person.
- Sharp cheddar (4 cups shredded, divided): 2 cups melt into the sauce and 2 cups go on top. Sharp, not mild. Mild cheddar brings texture and no opinion.
- Provolone (2 cups shredded): The melt insurance. See above.
- Worcestershire sauce (1 tablespoon): Nobody will taste it and identify it. Everybody will notice if it’s missing. It brings a savory backbone that cheese alone doesn’t.
- Smoked paprika (½ teaspoon): Goes over the top before baking. Half for the warm smoky note, half because it makes the finished top look like something.
Shred your own cheese. Pre-shredded is coated in cellulose and potato starch so it doesn’t clump in the bag, and that coating is exactly what turns a cheese sauce gritty. A block and 4 minutes with a box grater is the single cheapest upgrade available to you here.
How To Make Creamy Baked Mac and Cheese
Get the oven going: Preheat to 350°F. Set a rack in the upper third, close enough to the broiler that you can use it later without moving anything around.
Cook the pasta: Bring a big pot of water to a boil and salt it properly, about 1 tablespoon. Cook the 12 ounces of elbows 1 minute short of the package time. They’ll finish in the oven and they’ll drink up sauce while they do it. Drain, don’t rinse.

Make the roux: Melt 4 tablespoons butter in a 10 inch cast iron skillet over medium heat. Whisk in 4 tablespoons flour and keep whisking for 1 to 2 minutes, until it turns the color of pale straw and smells faintly nutty. Whisk in 1 teaspoon salt and ¼ teaspoon pepper.
Add the milk: Pour in the 3 cups of warm milk in a steady stream, whisking the whole time. Keep it on medium and keep whisking for 4 to 5 minutes, until it thickens enough to coat the back of a spoon. Drag a finger through it. If the line holds, you’re there.

Now take it off the heat: This is the part that matters. Pull the skillet right off the burner before any cheese goes near it. Cheese breaks when it gets too hot, and once it breaks you can’t put it back together. The sauce is plenty hot enough to melt it.
Stir in the cheese: Add the 2 cups of provolone and 2 cups of the cheddar, a handful at a time, stirring until each one disappears before you add the next. Stir in 1 tablespoon Worcestershire. Taste it. It should taste slightly too seasoned on its own, because 12 ounces of unseasoned pasta is about to join the party.

Combine: Add the drained pasta and fold until every elbow is coated.
Top it: Scatter the remaining 2 cups of cheddar over the surface and dust with ½ teaspoon smoked paprika.
Bake: Set the skillet on a sheet pan, because a full skillet and a hot oven have a history. Bake 20 minutes at 350°F, until it’s bubbling around the edges.
Broil: Switch the broiler on for 2 to 3 minutes until the top is spotty and deep golden. Do not walk away. Do not check your phone. Broilers go from beautiful to charcoal in about 20 seconds and they know when you’ve stopped watching.
Rest: Give it 5 minutes before you serve it. The sauce sets up slightly and stops running everywhere on the plate.
How To Keep The Sauce Creamy Instead Of Grainy
Grainy cheese sauce isn’t bad luck, it’s heat. Cheddar starts to separate somewhere around 170°F, and once the fat splits out you get that oily slick with gritty bits underneath. It cannot be whisked back together, no matter how confidently you go at it.
So 3 rules:
Take the pan off the heat before the cheese goes in. Every time.
Add it in handfuls, not all at once. A big cold pile drops the temperature unevenly and you’ll be tempted to put it back on the burner, which is how the whole thing unravels.
Shred it yourself. Anti caking coating doesn’t melt, it just sits there being grit.
Do those 3 things and it comes out smooth. It’s not hard, it’s just specific.

Tips
- Warm the milk. 90 seconds in the microwave. It’s the difference between a smooth sauce and 10 minutes of lump negotiation.
- Undercook the pasta by a full minute. It keeps cooking in the oven and mushy mac and cheese is a tragedy you can see coming from here.
- Taste the sauce before the pasta goes in. It’s your last easy chance to fix the seasoning.
- Sheet pan underneath. A 10 inch skillet this full will bubble over eventually, and cleaning burnt cheese off an oven floor is a genuinely miserable afternoon.
- Cheddar brands vary a lot in saltiness. Start at 1 teaspoon and adjust from there.
Make It Ahead
This is where mac and cheese earns its spot on a holiday table, because you can build the whole thing the day before.
Assemble it right up to the point of baking, let it cool, cover it, and refrigerate up to 24 hours. Pull it out 30 minutes before it goes in so it isn’t fridge cold, then bake at 350°F for 30 to 35 minutes instead of 20, and broil as usual.
To freeze, assemble it unbaked in a freezer safe dish, wrap it well, and freeze up to 2 months. Thaw overnight in the fridge and bake as above. I wouldn’t freeze it after baking. The sauce comes back grainy and the texture never really recovers.

Add Ins and Variations
- Bacon: 6 slices, cooked and crumbled, half folded through and half on top.
- Lobster or crab: Fold in 1 cup of cooked meat at the very end. Suddenly it’s a whole occasion.
- Jalapeño: 2 seeded and minced, stirred into the sauce.
- Buffalo chicken: 2 cups shredded chicken tossed with ¼ cup buffalo sauce, folded in with the pasta.
- Swap the cheeses: Gruyere for the provolone if you’re feeling fancy. Smoked gouda for 1 cup of the cheddar is excellent.
How To Make A Breadcrumb Topping For Mac and Cheese
If you want crunch, use panko. Regular breadcrumbs go soft and sandy in the oven, while panko stays flaky and actually shatters when you dig in.
Toss 1 cup panko with ¼ cup melted butter until every crumb looks slightly damp, then scatter it over the cheese right before the skillet goes in. Go a little lighter on the top layer of cheddar, about 1 cup instead of 2, so the crumbs have room to be the star.
Then skip the broiler. Buttered panko browns on its own during the bake, and it goes from golden to cremated in about 20 seconds under direct heat.
Stir ¼ cup grated parmesan into the crumbs if you want it more savory. And if you’re assembling the night before, hold the topping back until just before baking, or you’ll end up with paste.

What To Serve With Mac and Cheese
It’s rich, so it wants something bright next to it. A sharp green salad with vinaigrette. Roasted broccoli with lemon. Quick pickled onions on the side, which sounds odd until you try it.
As a side it’s excellent with pulled pork, baked ham, fried chicken, or meatloaf. At Thanksgiving it holds its own beside turkey and it disappears faster than any other dish on the table, including the pie.
Storing and Reheating
Leftovers keep in an airtight container in the fridge for 4 days.
Reheat with a splash of milk, which is not optional. Baked pasta absorbs sauce as it sits, and a splash of milk brings it back. Microwave in 30 second bursts with a stir between, or cover with foil and warm in a 325°F oven for 15 to 20 minutes.

More Macaroni Recipes To Try
- Chili Mac and Cheese
- Italian Mac And Cheese
- Maple Mustard Glazed Salmon
- Chicken Mac and Cheese
- Instant Pot Chili Mac
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Creamy Baked Mac and Cheese
Video
Ingredients
- 12 ounces elbow macaroni
- 4 tablespoons butter (unsalted)
- 4 tablespoons all-purpose flour
- 1 teaspoon salt
- ¼ teaspoon pepper
- 3 cups milk (warmed)
- 2 cups provolone cheese (shredded)
- 4 cups sharp cheddar cheese (shredded and divided)
- 1 tablespoon Worcestershire sauce
- ½ teaspoon smoked paprika
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Instructions
- Preheat the oven to 350°F with a rack in the upper third.
- Bring a large pot of water to a boil and add 1 tablespoon salt. Cook the 12 ounces of macaroni 1 minute less than the package directs. Drain and set aside. Do not rinse.
- Melt 4 tablespoons butter in a 10 inch cast iron skillet over medium heat. Whisk in 4 tablespoons flour and cook, whisking, 1 to 2 minutes until pale gold and nutty smelling. Whisk in 1 teaspoon salt and ¼ teaspoon pepper.
- Pour in the 3 cups of warmed milk in a steady stream, whisking constantly. Cook over medium heat, whisking often, 4 to 5 minutes, until thick enough to coat the back of a spoon.
- Remove the skillet from the heat. Add the 2 cups provolone and 2 cups of the cheddar a handful at a time, stirring until smooth before adding more. Stir in 1 tablespoon Worcestershire sauce. Taste and adjust salt.
- Add the drained macaroni and fold until evenly coated.
- Scatter the remaining 2 cups cheddar over the top and sprinkle with ½ teaspoon smoked paprika. Set the skillet on a sheet pan and bake 20 minutes, until bubbling at the edges.
- Broil 2 to 3 minutes, watching closely, until the top is deep golden and spotty.
- Rest 5 minutes before serving.
Equipment
Notes
- Shred cheese from a block. Pre-shredded cheese is coated to prevent clumping and that coating makes the sauce gritty.
- Take the pan off the heat before adding cheese. Cheese separates above roughly 170°F and cannot be brought back.
- Warm the milk before adding it to the roux to avoid lumps.
- To make ahead, assemble completely without baking, cover, and refrigerate up to 24 hours. Rest at room temperature 30 minutes, then bake 30 to 35 minutes and broil as directed.
- To freeze, assemble unbaked in a freezer safe dish and freeze up to 2 months. Thaw overnight in the refrigerator before baking.
- Reheat with a splash of milk. Baked pasta absorbs sauce as it sits.
- No cast iron skillet? Make the sauce in a saucepan and transfer everything to a buttered 9×13 baking dish.
Nutrition Information
Notice: Nutrition is auto-calculated for your convenience. Where relevant, we recommend using your own nutrition calculations.
Frequently Asked Questions
Can I use a baking dish instead of a skillet?
Absolutely. Make the sauce in a saucepan, combine everything, and transfer to a buttered 9×13 or a 3 quart baking dish. Bake and broil the same way.
Why did my sauce turn grainy?
The cheese got too hot, or it was pre shredded. Pull the pan off the heat before the cheese goes in and shred your own.
Do I cover it with foil?
No. Foil traps steam and steam is the enemy of a crispy top. Leave it uncovered the whole time.
Can I make this without baking it?
Yes. Stop after you’ve folded in the pasta and serve it straight from the skillet. It’s stovetop mac and cheese at that point and it’s very good.
Can I double it?
Yes, in a 9×13 or a 12 inch skillet. Don’t try to double it in a 10 inch pan, it will not end well for anyone.

