This macaroni and cheese dish is down-home and entirely unpretentious, just like the ones my mom and granny used to make. a basic white sauce with cheese and a few other seasonings, served with macaroni and a crust made of potato chips. This recipe yields a large quantity, so I prefer to make two pans so I can bring one to a potluck and save the other in the refrigerator for later. If you only want to make one pan, you may easily scale down the recipe. Just keep the topping separate until you’re ready to bake it if you’re not going to prepare it right away.
| Prep Time: | 30 mins |
| Cook Time: | 45 mins |
| Total Time: | 1 hr 15 mins |
| Servings: | 20 |
| Yield: | 20 servings |
Ingredients
- 1 ¾ pounds whole-wheat macaroni
- ¾ cup butter
- ¾ cup all-purpose flour
- 6 cups milk, divided
- 1 tablespoon Worcestershire sauce
- 1 teaspoon mustard powder
- 1 teaspoon onion powder
- 1 teaspoon cayenne pepper
- salt and ground black pepper to taste
- 1 (8 ounce) package shredded Cheddar cheese, divided
- 3 (8 ounce) packages shredded American cheese
- 1 (8 ounce) bag potato chips (such as Lay’s®), crushed
- 1 cup shredded Cheddar cheese
- ⅓ cup grated Parmesan cheese
- butter-flavored cooking spray
Instructions
- Preheat oven to 375 degrees F (190 degrees C).
- Bring a large pot of lightly salted water to a boil. Cook elbow macaroni in the boiling water, stirring occasionally until cooked through but firm to the bite, 8 minutes; drain.
- Melt butter in a large pot over medium-low heat. Slowly add flour to butter, whisking constantly; cook until brown and the mixture no longer smells of flour, about 5 minutes. Pour 1 cup milk into the flour mixture, whisking continually until fully incorporated, about 45 seconds; repeat twice. Add remaining 3 cups milk to the mixture, whisking to incorporate. Stir Worcestershire sauce, mustard powder, onion powder, and cayenne pepper into the mixture; season with salt and black pepper.
- Reduce heat to low. Cook sauce, whisking frequently, until it begins to thicken, about 10 minutes. Add about half the package of shredded Cheddar cheese; stir continually until the cheese melts completely. Repeat with remaining half package of Cheddar cheese and the American cheese, about 4 ounces at a time. Once cheese is entirely incorporated, remove sauce from heat.
- Stir drained macaroni into the cheese sauce to coat. Divide macaroni between two 9×13-inch baking dishes.
- Mix crushed potato chips, 1 cup shredded Cheddar cheese, and Parmesan cheese in a bowl. Top the macaroni with the potato chip mixture evenly. Spray the potato chip mixture with cooking spray.
- Bake in preheated oven until the crust is golden brown and the sauce is bubbling, 35 to 45 minutes.
Nutrition Facts
| Calories | 507 kcal |
| Carbohydrate | 40 g |
| Cholesterol | 76 mg |
| Dietary Fiber | 3 g |
| Protein | 22 g |
| Saturated Fat | 17 g |
| Sodium | 783 mg |
| Sugars | 5 g |
| Fat | 30 g |
| Unsaturated Fat | 0 g |
Reviews
Loved this recipe! Turned out great! I added extra of the butter and flour mixture for density, extra cayenne powder for a little more kick, and extra cheese because extra cheese is always good. I also used nacho cheese mix and a tri-cheddar blend instead of the recommended cheeses. My favourite mac and cheese I’ve ever had!
The cheese don’t hang when you lift it out of the dish like mine does. My recipe is super simple and a favorite anywhere. pasta, Tillamook cheddar, carnation evaporated milk and salt and pepper! No butter, it makes the cheese not gel well. You cannot use cheap store brand cheese. It has to be top quality cheese.
This is a good recipe!
You better need to feed an army lol This recipe was a bit slow, as in it took like an hour making everything before it went in the oven. I used different cheeses (not American) and still turned out fine. The making roux stage is normal (Very similar for gumbo just not cooked or darkened as much) Blending the shredded cheese in 4 oz at a time was the time taker for sure. This makes an insane amount, so I likely will try freezing some and seeing how it holds up.
Darn, another great Mac and Cheese recipe!!!
I was going to cut amount down so I only used only 16oz of macaroni then got distracted and continued to make recipes as it is… by the time I realized what I had done it was already in the oven. My husband absolutely loved it!!! It was definitely cheesy but not sickeningly cheesy, heated up next day for lunch and it was still moist, not dry in the least like so many others we have tried. Oh, and I used breadcrumb topping because we didn’t have any chips!
7-24-22. I halved this recipe and must admit, I fudged on some of the quantities. turned out delichios, rich and wonderful. Served as side with Cajun Crab Cakes. Made a ton, froze over half.
I just made this and it is so amazingly good.
This recipe was pretty good. I didn’t use mustard powder or potato chips because we didn’t have them, but it still turned out pretty good. I changed up the assembly a bit to fit the conditions of my kitchen, and my family really liked it. I rate this recipe 8.5/10
I finally got all the ingredients together, so I made this as a side dish for a July 4th dinner party. I used regular elbow noodles instead of the ones called for. I mixed mild and sharp cheddar cheese. I had to hand grate the American Cheese. Making the sauce was easier that I thought, and came out just right. The recipe said to bake at 375 for about 35 minutes. In my gas oven in a ceramic dish, 20 minutes did the trick. Everyone loved it, so it was a hit. I cut the recipe in half, I had no plans to feed an army. There was plenty left over, so I froze it. I thawed it out and heated it this evening. My wife and I enjoy mixing creamed spinach with Mac & Cheese. So I warmed up a frozen batch of spinach and mixed them together, put on the top layer, and baked it. Again 20 minutes to 170 degrees. Turned out better than expected.
Used panko bread crumbs in place of the chips. Delicious!
Loved the spices in this recipe to give it a nice spark. I used all sharp cheddar cheese instead of American cheese.
OMG! This is an excellent recipe! Easy enough to make and would recommend to all.
It was very good. I didn’t have american cheese, so I used mild cheddar and queso milk cheese, in addition to the original recipe’s sharp cheddar. I will definitely make again!
This is the tastiest mac n’ cheese I’ve ever had.
it was good, I made it using gluten free noodles & flour and cut down the measurements by half. Instead of potato chips I added crushed up crackers to the top with the cheese. It was good, will definitely make it again.
Made it for our Father’s Day celebration, and it was a hit. Kids and grandkids alike loved it. If you don’t like spicy, cut back or eliminate the cayenne pepper. Also noticed the recipe list of ingredients says (6) cups of milk, but only requires (4) cups in the directions.
Soooo bland. A total waste of time. It gets two stars because of the potato chips on top, but even then only fresh out of the oven. After being refrigerated, those chips take it back to a one. We won’t even finish the leftovers. There are innumerable better recipes out there. I’m sorry.
Very tasty but you do need to season it with salt to get the full flavor. The Cayenne adds a nice kick. Love the topping.
I would add more cheese and mix the chips in also. Otherwise it tasters amazing.
My favorite dinner that I wanted to put the crushed red peppers, and also the sweet and chili sauce and it was perfect for the old school dinner date for the whole time!