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Baked Macaroni and Cheese (Macaroni Pie)

Baked macaroni and cheese in a baking dish and a serving of mac and cheese on a small white plate beside a blue and white cloth tea towel.

What is Baked Mac and Cheese?

Elbow macaroni, cheddar cheese and a custard comprised of milk, eggs, salt and pepper baked until set in the middle and golden brown on top. Rather than just cooking everything on the stovetop, the ingredients are mixed together in a baking dish and baked. Cheese is mixed into the custard/pasta mixture and added on top to create a deliciously creamy middle but a crisp topping similar to the melted cheese on pizza.

Cheesy, delicious, and so simple to make – baked mac and cheese makes a quick and easy side dish perfect for everything from Sunday suppers to potlucks to weekend barbeques. 

Why Bake Mac and Cheese?

1.) Two distinct textures: creamy cheesy inside + browned cheesy crisp topping

2.) Ultimate make-ahead potential is perfect for holidays, potlucks or everyday cooking.

3.) It’s a tradition: if you’re like me, the first mac and cheese you had was baked mac and cheese. In fact, I remember when I was five-years-old telling my best friend’s mom that box mac and cheese wasn’t mac and cheese because it wasn’t baked. Lol! Yeah, I’ve always had strong opinions when it comes to food.

4.) It’s delicious! Truly, it’s worth trying at least once, especially if you’re already a mac and cheese fan.

Baked vs. Stovetop Mac and Cheese – Which Is Better?

Okay, talk about a hefty American debate. But here’s the thing, I’m not asking you to pick a side (that’s just cruel). Truth be told, I love a great homemade stovetop mac and cheese too! In fact, here’s my recipe! So I can’t say one is better than the other and I won’t. They’re different and special in their own unique ways. Better, is really a matter of opinion and oftentimes, it relates back to our childhoods and how we grew up eating the dish or just our first encounter with it at any age beyond childhood. Better, is a matter of preference and this recipe is not trying to change your preference but rather showcase the options.

Who Invented Macaroni and Cheese?

There’s a lot of speculation about the “invention” of mac and cheese, although truth be told, it’s pasta and cheese at its simplicity and often enhanced with milk, cream, eggs and seasonings or even a roux or bechemel, depending on the type of mac and cheese. But James Hemmings is credited for popularizing mac and cheese and taking it to the height of the status as an iconic American food. Born into slavery in Virginia in 1765 he was enslaved as a chef for U.S. president Thomas Jefferson. When Jefferson travelled to Paris, France in 1784, he brought Hemmings with him and Hemmings took some culinary training in France. There he learned how to make some of Jefferson’s favorite cuisines including the beloved macaroni pie.

The Truth About Macaroni Pie

Macaroni pie typically included: macaroni, milk, butter, cheese, salt and pepper. The pasta was cooked first and then combined with the other ingredients and baked in the oven. So it’s safe to say, that this original macaroni pie was very close to what we now know as baked macaroni and cheese.

Hemmings culinary contributions are not just limited to macaroni pie. Learn more about his life and legacy at Monticello and beyond.

How to Make Macaroni and Cheese?

1.) Cook the Pasta in lightly salted water until just barely al dente (preferably elbow macaroni)

2.) Shred mild cheddar cheese (Yes, shred your own. The pre-shredded one is tempting but it’s coated with an anti-caking agent that keeps it from melting as well as freshly grated cheese. So opt for the block and shred it yourself. You’ll notice a big difference for sure!

3.) Make a Custard (a custard is not just for sweets, it’s also for baked macaroni and cheese. A custard is just eggs, milk, and seasonings.)

4.) Combine ingredients and Bake!

For more details, see the recipe below.

3 Keys for the Best Baked Macaroni and Cheese

Mac and Cheese Formula

1.) Grate the cheese makes Great Mac and Cheese!

It’s true! I’m not hating on the simplicity and ease of pre-packaged grated cheese but the truth of the matter is that it’s coated with food safe anti-caking agents (used to prevent clumping) that hinder it from evenly melting, meaning no cheese pull and less cheesy goodness. For this recipe, it pays to grate it yourself and bonus, it’s normally a bit more affordable to buy a block of mild cheddar cheese than the shredded.

2.) Don’t Overcook the Pasta + Reserve Some of the Water 

Cooking the pasta until just shy of al dente means you’ll have perfectly cooked pasta when it finishes baking. It’s okay for the pasta to be softer than normal, but it is nice to have the textural contrast of perfectly cooked pasta immersed in cheesy custardy goodness. Plus, saving about 6 ounces of pasta water not only adds more flavor but it also naturally helps thicken the consistency of the mac and cheese and lightens the consistency of the custard meaning it’s pillowy and creamy instead of dense and heavy.

3.) Cheese Mixed in, Cheese on Top, Broil to Finish

Mixing in the cheese with the pasta and on top of the pasta may seem redundant but it all serves a purpose. The cheese mixed in with the pasta melts into the custard making is light and creamy. While the cheese on top, forms the ultimate cheesy topping that, with the help of the broiler, melts and lightly browns creating some crisp bits that provide the perfect textural contrast with the creamy pasta layer.


Baked Macaroni and Cheese (Mac and Cheese)

An iconic American food, tender elbow macaroni nestled in a cheesy savory custard and topped with extra cheese for the ultimate "cheese pull" in every bite!
Course Side Dish
Cuisine American
Keyword pasta, weeknight
Servings 6 servings


  • 8 ounces elbow macaroni dried
  • 12 ounces mild cheddar cheese
  • 2 large eggs
  • 1 cup milk
  • 6 ounces pasta cooking water see instructions below
  • salt and black pepper to taste


  • Boil 1 quart of water in a sauce pot.
  • Add macaroni and salt and stir well. Cook, stirring occasionally until just shy of al dente, about 4 to 5 minutes for elbow macaroni.
  • Reserve 6 ounces of pasta water and then drain the pasta and pour into an 8x8 baking dish.
  • Preheat the oven to 400 degrees.
  • Shred cheese with a hand/box grater or with the grater attachment on a food processor. Set aside.
  • In a medium bowl, make the custard by whisking together eggs, milk, salt and pepper until combined. Continuing to whisk, pour in the still warm pasta water, (whisking constantly to avoid cooking the eggs).
  • Pour the custard mixture onto the pasta along with two-thirds of the grated cheese and gently stir to combine. Press the pasta down to form an even layer and top with the remaining grated cheese.
  • Cover with aluminum foil and bake for 30 to 35 minutes.
  • Remove the foil, and bake for another 10 minutes and then turn on the broiler and broil for 2 to 3 minutes, or until golden brown. NOTE: every broiler can be a bit different so when you switch to broiler mode, don't walk away from the oven and peak at the macaroni every minute to make sure it's not getting too browned.
  • Remove from the oven and cool for 10 minutes and then serve and enjoy. It'll still be pretty hot at this point so you may want to let it cool longer but I love how stretchy the cheese is and I just blow on each bite from my plate if it's too hot. Read: it's like a hot slice of pizza - I think we all know what that's like, lol!


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