This is a baked macaroni and cheese made with a sauce of three cheeses: sharp cheddar, mozzarella and Parmesan. A butter and flour base is thickened with whole milk, the cheeses melt in, and garlic powder, onion powder and paprika season it. The pasta is folded in, and the pan goes into the oven until the top is bubbly and golden. It serves 6 and takes 45 minutes in total.
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Bacon bits and breadcrumbs are both optional. The Halloween idea is in the serving, with themed plates or edible googly eyes on top.
What Goes in the Sauce
The amounts are in the recipe card at the bottom. The pieces that matter:
- Elbow macaroni (8 ounces): cook it to al dente so it stays firm enough to hold the sauce.
- Butter (4 tablespoons) and all-purpose flour (1/4 cup): the base that thickens the sauce.
- Whole milk (3 cups): makes the sauce creamy.
- Sharp cheddar (2 cups), mozzarella (1 cup) and Parmesan (1/2 cup): the cheddar gives the bold flavor, the mozzarella makes it gooey, and the Parmesan adds a savory depth.
- Garlic powder, onion powder (1 teaspoon each) and paprika (1/2 teaspoon): seasoning, with the paprika adding some color and warmth.
- Salt and pepper: added to taste once the cheese has melted into the sauce.
- Crispy bacon bits (1 cup) and breadcrumbs (1/2 cup): optional. Leave out the bacon for a vegetarian version.

Making the Sauce and Baking
Cook the macaroni according to the package instructions, drain it and set it aside. Melt the butter in a large saucepan over medium heat, whisk in the flour and cook for about 1 minute until bubbly. Whisk in the milk gradually, stirring constantly, until the mixture thickens and begins to bubble. This takes about 5 to 7 minutes.
Turn the heat to low and stir in the three cheeses until the sauce is smooth. Mix in the garlic powder, onion powder, paprika, salt and pepper. Taste it before the pasta goes in and adjust the seasoning. Fold in the macaroni until every piece is coated, and add the bacon bits if you are using them.
Preheat the oven to 350°F. Pour everything into a greased 9×13-inch baking dish and add the breadcrumbs on top if you like a crunchy topping. Bake for 20 to 25 minutes, until bubbly and golden. Watch it near the end so it does not overcook. Let it cool for a few minutes before serving.
Make-Ahead and Finishing Touches
- Make it ahead: prepare the dish in advance and store it in the refrigerator, then bake it when you are ready to serve.
- Garnish: fresh herbs or a sprinkle of paprika on top add color.
- Presentation: Halloween-themed plates or edible googly eyes make it a monster meal.
Ways to Change It
- Vegetables: stir in cooked spinach, broccoli or cauliflower.
- Cheeses: try gouda for a smoky flavor, pepper jack for heat or blue cheese for something bold.
- Meat: mix in cooked ground beef, shredded chicken or diced ham.
- Heat: add diced jalapeños or a dash of hot sauce to the cheese sauce.
- Herbs: basil, parsley or chives stirred into the sauce.
- Pasta: whole wheat or gluten-free pasta can replace the elbow macaroni.
What to Serve With It
The mac and cheese is rich, so a side with some bite works well. Garlic butter green beans, roasted Brussels sprouts tossed with olive oil, salt and pepper, or a spinach salad with avocado, cherry tomatoes and lemon vinaigrette all cut through the cheese. Cauliflower mash, stuffed mushrooms filled with cream cheese and herbs, and baked zucchini fries coated in cheese and almond flour are other choices.
For drinks, sparkling water with lime or unsweetened iced tea with a slice of lemon are light options. If you want wine, a dry Sauvignon Blanc or Pinot Noir goes with it, and beer works too.
FAQ
Can I make it ahead of time?
Yes. Prepare the dish, store it in the refrigerator and bake it when you are ready to serve.
Can I use different cheeses?
Yes. Gouda, pepper jack and blue cheese all work, and each one changes the flavor.
Can I make it spicier?
Add diced jalapeños or a dash of hot sauce to the cheese sauce.
Is it vegetarian?
The base is vegetarian. Skip the bacon bits and it is a meatless meal.
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Written and edited by The Foodie Yummy Kitchen Team
The Foodie Yummy Kitchen Team writes and edits the recipes on Foodie Yummy: classic American potluck salads, holiday sides and easy comfort food, with a few low-carb options. Every recipe lists exact quantities, numbered steps and a printable recipe card, plus notes on swaps, storage and make-ahead timing. Spot a problem with a recipe? Tell us through the contact page and we will correct it. About us
Monster Mac and Cheese: Discover the Ultimate Recipe!
Ingredients
Instructions
Cook the elbow macaroni according to package instructions until al dente. Drain and set aside.
In a large saucepan, melt the butter over medium heat. Once melted, whisk in the flour and cook for about 1 minute until bubbly.
Gradually whisk in the milk, stirring constantly until the mixture thickens and begins to bubble, about 5-7 minutes.
Reduce the heat to low and stir in the cheddar, mozzarella, and Parmesan cheeses until melted and smooth.
Add the garlic powder, onion powder, paprika, salt, and pepper to the cheese sauce, mixing well.
Fold the cooked macaroni into the cheese sauce until fully coated.
If using, stir in the crispy bacon bits for added flavor.
Preheat your oven to 350°F.
Pour the mac and cheese into a greased 9×13-inch baking dish. If desired, sprinkle breadcrumbs on top for a crunchy topping.
Bake for 20-25 minutes until bubbly and golden on top. Let cool for a few minutes before serving.
Notes
For a spicy kick, add diced jalapeños or a dash of hot sauce to the cheese sauce.
Substitute the elbow macaroni with whole wheat pasta or gluten-free pasta for a healthier option.
Nutrition
| Serving Size | 1 serving |
|---|---|
| Calories | 450 calories |
| Sugar Content | 4g |
| Sodium Content | 800mg |
| Fat Content | 25g |
| Saturated Fat Content | 15g |
| Unsaturated Fat Content | 5g |
| Trans Fat Content | 0g |
| Carbohydrate Content | 40g |
| Fiber Content | 2g |
| Protein Content | 20g |
| Cholesterol Content | 80mg |
