Recipes Main Dishes Pasta Macaroni and Cheese Recipes Phyllis’s Homemade Baked Mac & Cheese 5.0 (4) 4 Reviews 1 Photo You'll love Phyllis's homemade baked mac & cheese. It begins with a stovetop cheese sauce stirred with elbow macaroni, and finishes in the oven with more Cheddar and seasoned breadcrumbs baked on top. There's also a version with sauteed shrimp that you really must try. By Phyllis Gardner Phyllis Gardner Phyllis is originally from Virginia but has been a Brooklyn resident for 55 years. She's a proud grandmother of 10 and great grandmother of 2. Her favorite food is crab. Allrecipes' editorial guidelines Updated on October 16, 2024 Save Rate Print Share Close Add Photo Prep Time: 20 mins Cook Time: 50 mins Total Time: 1 hr 10 mins Servings: 12 Jump to Nutrition Facts Cook Mode (Keep screen awake) Ingredients 1x 2x 4x Oops! Something went wrong. Our team is working on it. Original recipe (1X) yields 12 servings 4 tablespoons butter, divided 2 cups whole milk, or as needed 3 tablespoons all-purpose flour 24 ounces extra-sharp yellow Cheddar cheese, cubed 16 ounces sharp Cheddar cheese, cubed 2 pounds elbow macaroni 2 large eggs, beaten salt and freshly ground black pepper to taste 2 pounds shredded sharp Cheddar cheese 1/2 cup seasoned breadcrumbs (optional) Directions Preheat the oven to 350 degrees F. Grease a large casserole dish. Melt 2 tablespoons butter in a saucepan over medium heat. Add milk, bring to a simmer, then reduce heat to low. Mix flour with 2 to 3 tablespoons water until smooth. Add flour mixture to the saucepan, stirring constantly, and cook until sauce thickens. Add cubed extra-sharp Cheddar and cubed sharp Cheddar cheese, stirring until cheese melts. Remove from heat. Meanwhile, bring a large pot of salted water to a boil, and cook elbow macaroni until al dente (tender with a bite), about 8 minutes, or according to package instructions. Drain and set aside. Melt remaining 2 tablespoons butter in a microwave-safe bowl on High, about 10 seconds. In a large bowl, combine elbow macaroni, melted butter, and eggs. Stir in cheese sauce; adding a little more milk if the sauce seems too thick. Season with salt and pepper. Pour macaroni and cheese into the prepared casserole dish. Top with shredded cheese and seasoned breadcrumbs. Bake in the preheated oven until golden-brown and bubbling, 35 to 45 minutes. Cook’s Note For Shrimp Mac & Cheese: Slice 1 pound cleaned shrimp down the middle lengthwise. Melt 1 to 2 tablespoons butter in a skillet over medium-heat, and cook and stir shrimp just until they show a little pink color. Season with salt and pepper. Stir shrimp into the unbaked mac and cheese, reserving a few sauteed shrimp to garnish the top. I Made It Print Nutrition Facts (per serving) 891 Calories 64g Fat 31g Carbs 47g Protein Show Full Nutrition Label Hide Full Nutrition Label Nutrition Facts Servings Per Recipe 12 Calories 891 % Daily Value * Total Fat 64g 82% Saturated Fat 36g 181% Cholesterol 214mg 71% Sodium 1186mg 52% Total Carbohydrate 31g 11% Dietary Fiber 1g 5% Total Sugars 3g Protein 47g 95% Vitamin C 0mg 0% Calcium 1266mg 97% Iron 1mg 8% Potassium 231mg 5% * Percent Daily Values are based on a 2,000 calorie diet. Your daily values may be higher or lower depending on your calorie needs. ** Nutrient information is not available for all ingredients. Amount is based on available nutrient data. (-) Information is not currently available for this nutrient. If you are following a medically restrictive diet, please consult your doctor or registered dietitian before preparing this recipe for personal consumption.