My Grandma Phyllis' Famous Baked Macaroni and Cheese recipeMy grandma was the original Good Dinner Mom and though she’s no longer with us, I still feel close to her when I’m in the kitchen. She was well known for many of her recipes, most notably; homemade pies, mustard pickles, jams and jellies that set perfectly without the use of pectin, perfect turkey gravy and… macaroni and cheese. This is my Grandma Phyllis’ Famous Baked Macaroni and Cheese recipe. It’s famous because it was often requested and since she never turned down a request, it was frequently served. Though she’s been gone over 30 years now, it’s still a favorite with my family.

My Grandma Phyllis' Famous Baked Macaroni and Cheese recipe.

This recipe is so famous yet so easy that even my oldest son Chris knew how to make it when he was little. That is he said he knew how to make it. Here were the instructions from a then 4-year old’s perspective as told at the family cabin that sits next to the Weber river. “You just pour everything in the dish, grumble crackers on top and put it in the oven. Then go out and throw rocks in the river until Grandpa yells ‘Hey! This stuff is burning!’, then it’s ready”. I still remember that charred-top mac and cheese. We ate it.

My grandma assembled her macaroni and cheese in layers and I really like the layering method. As the sauce seeps down between the pasta layers and extra grated cheese, everything melds together in a more rustic fashion that’s hard to explain, but if you try it this way you’ll understand as soon as you take your first bite.

My Grandma Phyllis' Famous Baked Macaroni and Cheese recipe.

As you can see, this is melty-cheesy without swimming in tons of sauce, but it’s just right. If you want a lot, just double the cheese sauce ingredients. But let me stress that it’s so delicious as written here. Again- rustic. Also, in my grandma’s original version, she used one type of cheese… cheddar, and that was amazing. As fabulous as the cheddar-only version was, I can never leave well-enough alone, so over the years I’ve experminented with the addition of mozzarella for stringy goodness, swiss cheese and Parmesan for a bit of sharpness and last but MOST, smoked gouda with the emphasis on ‘smoked’. This is the flavor that makes you “umm” out loud over and over while you’re devouring all the cheesy goodness.

Let me show you how to make the cheese sauce and how to layer this beauty before you bake the flavors together:



You’re going to make a classic bechamel sauce- Shown above: Cooking the flour into the melted butter and letting it bubble to eliminate that flour taste; add warm milk and stir until smooth; the sauce should thicken and become bubbly after about five minutes; add salt, garlic powder and cayenne now (yes, just a little cayenne will enhance the flavor immensely and not add heat). Note: I’ve heard advice that mac and cheese is so much better made with cream rather than milk. I’ve done both and find no difference in this flavor or goodness, so use milk. I do use whole milk, however. Other members in my family make this with 2% and say it’s still great.



After the bechamel is thick, turn down the heat and add the cheese; turn the heat back up and cook until cheese is melted and you have a saucy, thick cheese rarebit-type sauce. You can add more milk if you want your sauce a little thinner.



To layer, start with just enough sauce to cover the bottom of your casserole dish; add a shallow layer of pasta, cheese and sauce; repeat and your dish will look like the last photo above just before covering to bake for 30 minutes; not pictured, you’ll then add a crushed saltine/butter mixture and heat for about 10 minutes more until bubbly.


Grandma Phyllis' Famous Baked Macaroni and Cheese recipe.

The bites with the crunchy top incorporated into the cheese sauce will be the best part of the dish and I recommend using saltine crackers in the topping. I’ve used Panko and crunchy onions too. While these options are tasty, my family still seems to prefer the saltines. I don’t know if that’s because the saltine top is how Grandma always did it and that takes us back to the best family memories or if it’s just the best option. Experiment with the topping and cheese options to whatever you have in your kitchen.

Grandma out behind the family cabin on a beautiful winter day, circa 1968

Grandma out behind the family cabin on a beautiful winter day, circa 1968

Thanks for letting me share one of the ultimate “grandma” recipes. Phyllis would be so happy to know that other kitchen experts and novices got to enjoy a much-loved Fullmer family classic.

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Grandma Phyllis' Macaroni and Cheese
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This is comfort food at its best. If desired, assemble the mac and cheese ahead of time and refrigerate until ready to bake. Make even more creamy by increasing the sauce or adding less pasta. The cheese ingredients here are fabulous together, but you'll still have delicious success with using whatever you have onhand, just be sure that cheddar is the majority of the cheese used.
Recipe type: Casserole
Serves: 10-12 servings
  • Pasta
  • 12 ounces large elbow macaroni or other favorite pasta shape
  • Salt for pasta water
  • Cheese sauce
  • 3 cups whole milk plus more if needed to adjust sauce thickness
  • 1⁄2 cup (1 stick) butter
  • 1⁄3 cup all-purpose flour
  • 1⁄2 teaspoon salt
  • 1⁄4 teaspoon garlic powder
  • 1⁄2 teaspoon cayenne, more or less to taste
  • 14 ounces medium cheddar, grated plus 1 to 2 cups extra grated cheese for layering
  • 2 ounces mozzarella cheese, grated
  • 1 ounce swiss cheese, grated
  • 1 ounce smoked gouda cheese, grated
  • 1 ounce shredded Parmesan cheese
  • 1 sleeve of saltine crackers, crushed
  • 2 tablespoons butter, melted
  • Additional cayenne and/or red pepper flakes
  1. Heat oven to 350F degrees. Grease a large glass casserole dish with butter (8.5x11 or larger). Set aside.
  2. In a large stock pot, cook pasta of choice until just al dente. Drain and set aside (Don't worry if the pasta starts to stick together. We'll take care of this during assembly).
  3. While pasta is cooking, pour milk into a large glass measure or other microwaveable container. Heat until warm, about 2 minutes on high.
  4. While milk is heating in microwave, melt butter in a large skillet over medium heat. Once butter is melted and just about to bubble, add flour. Stir, heating till just golden, about 30 seconds. Turn heat down to medium-low.
  5. Add 3 cups milk very slowly, stirring with a whisk to help smooth out any lumps. Once all milk is incorporated, turn heat back up to medium or medium-high and stir until sauce starts to thicken and bubble slightly, approximately 5 minutes.
  6. Add salt, garlic powder and cayenne.
  7. Adjust heat back down if necessary and add cheddar, mozzeralla, swiss, gouda and Parmesan cheese. Stir until all the cheese is melted. Taste and add more seasoning as needed. If cheese sauce seems too thick for your liking, add up to one more cup of milk, stirring to incorporate and maintain smooth texture.
  8. Set up your casserole dish next to the cheese sauce and get the extra shredded cheddar cheese ready (1 to 2 cups). Pasta is probably stuck together now. Just splash the pasta very briefly with either cold water or olive oil and toss with your hands to separate.
  9. Pour just enough cheese sauce into the bottom of your casserole dish to cover. Add a layer of pasta to cover the bottom, not too much. You want the layer to be thin enough so the sauce can seep down. A bit more than a single layer. Sprinkle grated cheddar cheese in thin layer over pasta. Pour enough sauce over this layer to cover completely, almost half of the sauce in your pan.
  10. Repeat with more pasta, remainder of cheese sauce and cheddar. Cover with aluminum foil.
  11. Bake, covered for 30 minutes. Meanwhile, place crushed saltines in a gallon-size plastic bag with 2 tablespoons melted butter. Sprinkle with a dash of cayenne pepper and/or red pepper flakes. Add a dash of black pepper for even more of a bite and nice color.
  12. After the casserole has baked for 30 minutes, remove foil and sprinkle the crumb mixture over the top, completely covering. Place back in the oven and bake uncovered until bubbly at the edges, approximately 15-20 minutes. Crust should start to turn golden.
  13. Remove from oven and serve immediately.
  14. Notes: *You can leave out the "heat" spices if you must, but if you can sneak in even ¼ teaspoon cayenne pepper into the sauce, you won't taste heat but it adds a nice zip of flavor.
  15. *You can just use a whole bunch of cheddar cheese if you don't want to add all the varieties I list in the ingredients and it will still taste fabulous. The mozzarella is a nice stringy binder, swiss and Parmesan add a sharp but subtle bite and the smokey goodness for the gouda, though also subtle, really takes the flavor over the top.
  16. *I've made this mac 'n cheese with cubes of ham or pancetta before but if you want to go crazy-fancy and give this dish even more of a Wow factor, add crab or lobster just before baking.

Recipe from Good Dinner Mom’s grandmother Phyllis. I just changed up the cheese variety.

The Mac 'n Cheese my grandma was famous for.

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