Homemade Mac & Cheese

When my brother and I were growing up, Easy Mac seemed to be one of the only things we constantly ate for lunch in the summer. My parents would stockpile 2 big Sam’s Club boxes of it at our house and no doubt, it was gone in a matter of a few weeks.

Now that I’m a little older, I still enjoy Easy Mac (A LOT), but I’ve also discovered there’s other mac & cheese options out there that are fantastic! I’m a big fan of the mac & cheese at Noodles & Co. I like how it’s creamy and cheesy, but not over the top. I’ll eat the Velveeta Mac & Cheese with no shame, because the flavor is fantastic. Basically, I just really like all things mac & cheese.

Therefore, when I set out on the journey to make my own mac & cheese at home, I wanted to copy the various things that the other ones had going for them.

1) I wanted it quick and easy like Easy Mac.
2) I wanted it creamy and cheesy like Noodles & Co.
3) I wanted it to taste as great as the Velveeta stuff.
4) Lastly, and most importantly, I wanted it healthy!

With the recipe below, I nailed all 4 things I was going for, not to toot my own horn or anything. No more boxed mac & cheese in this household! :)


  • 1 bag/box of Shell Pasta (or elbow is fine too)
  • 2 tbsp. of Butter
  • 2 tbsp. of Flour
  • ¾ cup of Fat Free Milk
  • 1-1 ¼ cup of Shredded Cheese (we use Cheddar & Mozzarella)

Let Us Begin:

Start boiling water and then pour in the shell pasta to begin cooking.


While the pasta is cooking, in a medium-sized pot, melt the butter over LOW heat.


After it is melted, add the flour and whisk to form a paste. Make sure you are still on LOW heat. Then pour in the milk and again whisk to combine.


Continue whisking until it is completely combined and lump-free.


Finally, add the shredded cheese. Definitely add at least 1 cup, and then continue adding more depending on how cheesy you want it.


Continue to whisk while it melts. All of this should be done over LOW heat still.


At one point, it should be all melted and can be left while you deal with the noodles.


Drain the noodles and return them to their pot, but NOT back on the burner.


Add the cheese “sauce” to the noodles and stir.


I usually add a pinch of salt and pepper for some flavor, but it is completely optional. Sometimes I make the Mac & Cheese with homemade chicken nuggets, while other times I make it with Homemade Corndogs. Enjoy!!


Do you want to save this great and easy recipe in your kitchen? Print off the PDF recipe card here: Homemade Mac & Cheese Recipe Card


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