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Green pot with macaroni and cheese with a wooden spoon
5 from 5 votes

Grandma's Famous Macaroni and Cheese

Creamy homemade macaroni and cheese made with aged Vermont Cheddar with a crispy breadcrumb toppie.

Course Dinner, Side Dish
Cuisine American
Keyword mac and cheese, macaroni and cheese
Prep Time 30 minutes
Cook Time 40 minutes
Total Time 1 hour 10 minutes
Servings 8 servings
Calories 554 kcal
Author Janet Barton


  • 8 oz elbow macaroni uncooked
  • 3 tablespoons butter
  • 2 tablespoons flour
  • 2 1/2 cups cream
  • 1/2 - 1 teaspoon salt
  • pinch nutmeg
  • fresh ground black pepper
  • 2 cups aged Vermont cheddar cheese shredded

Breadcrumb topping

  • 1 cup fresh breadcrumbs or Panko breadcrumbs
  • 1 tablespoon butter melted


  1. Cook macaroni in a pot of salted boiling water until slightly less than al dente.  Drain and rinse with cold water.  Set aside.
  2. In a medium-size saucepan, melt 3 tablespoons butter.  Add flour and whisk until smooth.  Add cream and continue whisking until sauce begins to thicken.  Add salt, nutmeg and ground pepper.  Remove from heat.  Stir in cheddar cheese.  Pour over reserved macaroni.  Pour into a buttered 9 x 9-inch baking dish, casserole dish, or 10-inch cast iron skillet

Breadcrumb topping

  1. Melt remaining 1 tablespoon butter and mix with breadcrumbs.  Sprinkle over the top of macaroni and cheese.  Bake in a preheated 350℉ oven for 35-45 minutes.
  2. Makes 6-8 servings 

Recipe Notes

  • Make sure not to overcook the macaroni.  It should still have a bite to it.  If you overcook the macaroni then it will become too soft while baking and will be a bit mushy.
  • Using all cream makes a very rich and creamy texture.  It's pretty darn good.  
  • Vermont aged cheddar gives the mac and cheese a nutty flavor that is so delicious.  Actually, any cheddar may be used.  Mild to strong cheddar cheese.  Gruyere is amazing.  A mixture of cheeses can be added as well.
  • Cooking the butter until it begins to brown a bit adds another dimension to the overall flavor.  I associate the smell of making English Toffee.  
  • Breadcrumb topping is also an option, but not to my family.  Leave it naked or throw on some extra cheddar.
  • Be sure to butter a baking dish.  The size really depends on if you'd like a deep dish macaroni and cheese or a shallow one baked in a 9 x 13-inch dish.  It's up to you.  Hey, it's your bake.  Bake it how you like it.  
  • This pairs great with a lovely baked ham.
Nutrition Facts
Grandma's Famous Macaroni and Cheese
Amount Per Serving
Calories 554 Calories from Fat 387
% Daily Value*
Fat 43g66%
Saturated Fat 26g130%
Cholesterol 146mg49%
Sodium 296mg12%
Potassium 157mg4%
Carbohydrates 29g10%
Fiber 1g4%
Sugar 1g1%
Protein 13g26%
Vitamin A 1550IU31%
Vitamin C 0.4mg0%
Calcium 270mg27%
Iron 0.9mg5%
* Percent Daily Values are based on a 2000 calorie diet.