Decadent Macaroni and Cheese

Creamy, Cheesy Baked Mac and Cheese for Holidays and Sunday Dinner

This Decadent Macaroni and Cheese is the stuff dreams are made of. It is loaded with sharp cheddar, creamy Velveeta, butter, cream and plenty of seasonings, all baked together with curly rotini pasta that catches all that cheesy goodness.

This is DEFINITELY NOT diet macaroni and cheese. I mean, should macaroni and cheese even be close to a diet food?

Years ago, someone sent me a not-so-nice message saying my recipes were going to send people to an early grave. While that is obviously ridiculous, if you looked at a recipe called Decadent Macaroni and Cheese and thought you were getting health food, you may need to retake fourth-grade nutrition class.

This is rich, creamy, cheesy mac and cheese meant for holidays, Sunday dinners, parties and the days when you simply want something REALLY good.

Why This Mac and Cheese Is Different

This is not a macaroni and cheese where you stand over the stove making a traditional flour-based cheese sauce.

Instead, I make what I call a pseudo custard. I created this after much mac and cheese research.

Milk, heavy cream, evaporated milk and eggs are whisked together with seasonings and poured over the pasta.

Then we add butter, Velveeta, Greek yogurt and freshly shredded sharp cheddar.

Everything comes together while it bakes.

The result is rich and creamy, but it also has some structure once you allow it to rest.

It is one of those recipes where the finished dish tastes much more complicated than the actual work involved.

Why I Use Rotini Instead of Elbow Macaroni

You certainly CAN use another pasta shape, but I really love rotini for this recipe.

Look at all those curls. The shape of the pasta is perfection.

Every little groove catches melted cheese and that creamy custard mixture.

It also has a little more structure than tiny elbow macaroni, which I like in a rich baked mac and cheese.

Whatever pasta you use, choose something that can stand up to being boiled and then baked without turning to mush.

Do Not Overcook Your Pasta

This is important.

When you boil the rotini, you do NOT want it completely soft.

I cook it until it is slightly underdone with a little bite remaining.

Remember that this pasta still has another 35 to 45 minutes in the oven while sitting in milk, cream, cheese and butter.

If you completely cook it during the boiling stage and then bake it again, you risk ending up with overly soft pasta.

Slightly underdone going into the casserole is what you want. It will soften in the other ingredients and come out perfectly.

Sharp Cheddar AND Velveeta

We use both cheese for this recipe.

This is because they have different jobs.

The sharp or very sharp cheddar brings that big cheese flavor I want in homemade macaroni and cheese.

The Velveeta brings the smooth, creamy melt. If you say you do not like Velveeta, you are living a sad life.

I cut the Velveeta into little cubes rather than trying to melt it into a separate sauce.

Those cubes melt throughout the casserole while it bakes and create little pockets of creamy cheesiness.

I do the same thing with the butter.

A simple process that really works to make this decadent macaroni and cheese the best recipe.

Please Grate Your Own Cheddar

I know buying a bag of shredded cheese is easier.

For this recipe, buy the brick.

Pre-shredded cheeses generally have coatings added to help prevent all those little pieces from clumping together in the bag.

For some recipes, I don’t care. Here, I do.

Freshly grated cheddar melts beautifully into the custard and gives this macaroni and cheese the texture I want.

I use a 16-ounce brick of sharp or very sharp cheddar and grate it myself.

Most gets mixed into the pasta and I save some for the top.

Yes, Honey Greek Yogurt Belongs in Mac and Cheese

This is probably the ingredient that makes people stop and say:

“Wait. What?”

Trust me.

I add one tablespoon of Greek yogurt with honey.

We’re not making sweet macaroni and cheese. I promise you, you won’t taste the yogurt outright.

That small amount adds a little tang that helps balance all the butter, cream and cheese. The honey also softens some of the bite of that very sharp cheddar.

It also helps keep the pasta from drying out.

And yes, Greek yogurt has probiotics.

No, that does not magically make this health food. I think the probiotics are probably done away with in the baking process.

Three Kinds of Dairy for a Reason

The recipe uses whole milk, heavy cream AND evaporated milk.

Each contributes to the rich texture without requiring you to make a traditional cheese sauce.

The whole milk gives us liquid.

The heavy cream adds richness.

The evaporated milk is concentrated and creamy and gives the baked mac and cheese more body.

Combined with the eggs, these ingredients create the pseudo custard that holds everything together.

Making the Pseudo Custard

Here is one of my favorite little tricks in this recipe.

After boiling your pasta, don’t wash that pot and don’t even turn the burner back on.

Use the warm pot sitting on the warm stove to mix the custard.

Add the whole milk, heavy cream, evaporated milk and seasonings and whisk everything together.

Then add your lightly whisked eggs.

The residual warmth helps everything come together, but we are NOT trying to cook scrambled eggs in the bottom of the pasta pot.

No additional heat is needed.

Once it’s combined, pour it over the pasta.

One less dirty bowl to wash, which is always a good thing.

Don’t Be Shy With the Seasonings

Rich food still needs seasoning. Many people tend to under season their food. I am here to help.

This Mac and Cheese Gets Layers From:

The cayenne isn’t there to make the macaroni and cheese HOT.

We’re using a small amount to wake everything up.

The dry mustard is especially good with sharp cheddar and helps give the cheese flavor a little more depth.

Taste and adjust based on your own preferences.

What Should It Look Like Before Baking?

Don’t panic if this looks VERY creamy before it goes into the oven.

It should look almost watery.

You have pasta sitting in a mixture of milk, cream, evaporated milk, eggs, butter and cheese.

That liquid needs to be there. It serves a purpose in the baking process.

As the casserole bakes, the pasta absorbs some of it, the eggs help the custard set and the cheeses melt throughout everything.

This is another reason you don’t want to overcook the pasta first.

How Do I Know When Mac and Cheese Is Done?

I bake this at 350°F for approximately 35 to 45 minutes.

Every oven is different, so use the time as a guideline.

You’re looking for a casserole that is hot and bubbly with melted cheese and a golden top.

The first time you make it, start checking around 35 minutes.

Once you know how your oven handles this recipe, you’ll know your sweet spot.

PLEASE Let It Rest

I am putting this in its own section because people don’t listen.

LET THE MACARONI AND CHEESE REST FOR 15 MINUTES.

I know it smells good and I know how hard that it when you’re hungry.

I know everyone is standing around asking when dinner is ready. They will have to wait.

If you scoop into this immediately after pulling it from the oven, it can look watery.

That does NOT mean you did anything wrong. Do not panic!

The custard, melted cheese and pasta need a few minutes to settle.

Give it approximately 15 minutes and everything comes together into that creamy consistency we’re looking for.

This is actually convenient for Thanksgiving because there are always ten other things happening in the kitchen anyway.

Breadcrumbs or No Breadcrumbs?

This is entirely personal.

I love the creamy cheesy top as it is. I am not a crunchy on top mac and cheese fan personally.

But if you’re someone who wants crunch on baked macaroni and cheese, toast some panko breadcrumbs in butter and sprinkle them over the top before serving.

You get a buttery crispy topping without changing the texture of the macaroni underneath.

You could also put breadcrumbs on half the pan if your Thanksgiving table is divided into Team Crunchy and Team Leave My Mac and Cheese Alone.

Can I Make This Mac and Cheese Ahead?

Yes, but for the very best texture, I prefer making the components ahead rather than leaving the completely assembled uncooked casserole sitting for a very long time.

You can grate the cheese, cube the Velveeta and butter, measure your seasonings and have everything ready the day before.

If you want to assemble it ahead, slightly undercook the pasta as directed, assemble the casserole, cover it tightly and refrigerate.

Take it out of the refrigerator while the oven preheats so the baking dish loses some of its chill.

Because the casserole is starting cold, expect it to need additional baking time.

Watch the food rather than the clock.

You want it hot and bubbly with a golden top.

And yes, it STILL needs to rest for 15 minutes. Do not skip this step.

How to Reheat Mac and Cheese Without Drying It Out

Mac and cheese naturally thickens as it sits in the refrigerator because that pasta continues absorbing moisture.

When reheating a larger portion, I like to add a small splash of milk or cream around the macaroni before covering it.

Warm it gently until heated through.

For individual portions, add a tiny splash of milk before reheating and stir once it gets warm.

The key is not blasting it until all that beautiful dairy separates and the pasta dries out.

Low and slow is your friend in this case.

Can You Freeze Mac and Cheese?

You can freeze leftover baked macaroni and cheese, although I personally think the texture is best fresh or refrigerated and reheated.

Cool leftovers and portion them into freezer-safe containers.

Freezing individual portions is much more useful than freezing one enormous block of macaroni and cheese.

Thaw overnight in the refrigerator and reheat gently with a little milk or cream if it needs moisture.

How to Double This Recipe for a Crowd

This recipe already makes approximately 8 to 10 servings, depending on what else you’re serving.

For Thanksgiving, Christmas, a graduation party or another large gathering, you can absolutely double it.

I recommend making two 9 x 13-inch pans rather than putting a double batch into one enormous deep casserole.

What to Serve With Decadent Macaroni and Cheese

This mac and cheese is rich, so it is wonderful alongside something savory and meaty.

I originally recommended my Pickle Pot Roast with this recipe, and I still think that is a ridiculously decadent dinner.

It is also wonderful with:

Pot roast

Meatloaf

BBQ ribs

Baked ham

Roast chicken

Pork chops

And, of course, Thanksgiving turkey.

This is a holiday mac and cheese in my house. In fact, I have been told I need to make it every year by my cousins.

Decadent Mac and Cheese for Thanksgiving

If your family believes macaroni and cheese belongs on the Thanksgiving table, this is the one I would make.

It’s rich enough to feel special, you can do a lot of the prep ahead of time, and it goes beautifully with turkey, gravy and all those savory Thanksgiving sides.

My ideal plate has turkey, mashed potatoes, stuffing, green beans, this macaroni and cheese and plenty of gravy.

And yes, I understand that potatoes AND macaroni and cheese are both starches. I hear about it all the time from the Negative Nancy’s on the Facebook page.

It’s Thanksgiving, we are supposed to enjoy, we will survive.

My Tipsy Thanksgiving Menu

If you’re planning your entire Thanksgiving dinner, I’ve been updating all my favorite holiday recipes with more tips to make the big day easier.

Here are some of the recipes I would put around this macaroni and cheese.

My Tipsy Thanksgiving Menu

Frequently Asked Questions

Can I make this macaroni and cheese ahead?

Yes.

For the very best result, I prefer doing as much prep as possible ahead and assembling closer to baking.

You can also assemble the casserole, cover and refrigerate it, then bake it later. A cold casserole will likely require additional baking time.

Can I use elbow macaroni instead of rotini?

Yes.

I prefer rotini because the curls hold so much of the cheese and creamy custard, but another sturdy pasta shape will work.

Be careful not to overcook it before baking.

Can I leave out the Velveeta?

You can experiment with other cheeses, but understand that you’re changing the recipe.

I use sharp cheddar for flavor and Velveeta specifically for its creamy melting quality.

Does the honey Greek yogurt make the mac and cheese sweet?

No.

There is only one tablespoon in the entire casserole.

It adds tang, helps balance the sharp cheddar and contributes to the creamy texture.

Can I use plain Greek yogurt?

You can use plain Greek yogurt if that’s what you have, but the honey Greek yogurt is intentional in my original recipe and is my preference.

Why are there eggs in this mac and cheese?

The eggs work with the milk, cream and evaporated milk to create the pseudo custard that helps the baked macaroni and cheese come together.

Can I use pre-shredded cheese?

Technically, yes.

But I specifically recommend buying a brick of sharp cheddar and grating it yourself because I prefer the way freshly grated cheese melts into this recipe.

Why does my mac and cheese look watery when it comes out of the oven?

You probably haven’t done anything wrong.

LET IT REST.

Give the macaroni and cheese approximately 15 minutes before serving. The custard, cheese and pasta need time to settle.

Can I double the recipe?

Yes.

I recommend dividing a double batch between two 9 x 13-inch pans rather than using one extra-deep casserole.

Can I freeze it?

Yes, although I think the texture is best when it’s fresh.

Freeze cooled leftovers in meal-sized portions and thaw them overnight in the refrigerator before reheating.

Can I add bacon?

Of course.

Cook bacon until crispy, drain it well and crumble it into the macaroni and cheese.

I would probably save a little to sprinkle over the top too.

Can I use other cheeses?

Yes, but keep the melting qualities in mind.

You can replace part of the cheddar with cheeses such as Monterey Jack, Colby Jack or Gruyère.

I would keep enough sharp cheddar to maintain that strong cheese flavor.

Worth the Indulgence

This isn’t an everyday bowl of macaroni with some cheese stirred into it.

This is the macaroni and cheese you make when you want MACARONI AND CHEESE.

Sharp cheddar.

Velveeta.

Butter.

Heavy cream.

Evaporated milk.

A creamy custard.

And all those little rotini curls holding onto every bit of it.

Make it for Sunday dinner.

Make it for Thanksgiving.

Double it for a party.

Just promise me one thing.

When it comes out of the oven, leave it alone for those 15 minutes.

Then dig in.