Aunt Ann’s Macaroni and Cheese

This mac and cheese is simple, creamy, and homey. The dry mustard in the sauce and toasted breadcrumbs on top add that little extra something special. Feel free to use whatever cheese you like best.


Aunt Ann’s Macaroni & Cheese

Don’t forget to check out my Tips, Tricks, and Substitutions at the bottom of the recipe.



  • 2 cups dry pasta

Cheese Sauce

  • 2 tbsp cornstarch
  • 1/2 tsp dry mustard
  • 1 tsp coarse salt
  • 1/4 tsp pepper
  • 2.5 cups whole milk
  • 2 tbsp unsalted butter
  • 1/2 lb Vermont white cheddar, grated

Topping, Optional (but highly recommended)…

  • 3/4 cup plain breadcrumbs (dry or fresh)
  • 1 tbsp unsalted butter, melted


Boil the pasta…

  1. Preheat the oven to 375 degrees.
  2. Bring a large pot of water to a rolling boil.
  3. Salt the water until it just begins to taste like salt water.
  4. Add the pasta and cook, stirring frequently for the first two minutes, until tender outside, yet still very firm inside.
  5. Drain and rinse under cool water to remove the starches, which will expand in the cheese sauce and make it mealy.
  6. Set aside until ready to use.

While the pasta cooks, start the sauce…

  1. Mix the dry ingredients in a medium saucepan
  2. Stir in the milk before turning on the heat.
  3. Once the cornstarch is dissolved, add the butter.
  4. Place the pan over medium heat, stirring very frequently, until it just starts to boil.
  5. Continue to cook over medium heat, stirring constantly, for one minute, until it starts to become thick.
  6. Remove from the heat and stir in the cheese until melted and incorporated.
  7. Stir in the cooked noodles.
  8. Pour into a buttered casserole dish.
  9. In a small separate bowl, mix the breadcrumbs with the melted butter until they’re all evenly coated in butter.
  10. Sprinkle the buttered breadcrumbs over the top of the pasta.
  11. Place the casserole dish on a parchment-lined baking sheet (to catch potential drips) and bake, uncovered, for about 25 minutes, until the sauce is bubbling and breadcrumbs are golden and toasty looking.

Reheating leftovers…

I recommend reheating it the same way you cooked it–in the oven. Put it into a small casserole dish or oven-proof saute pan, sprinkle a little water over it (maybe a tbsp per serving), cover with foil, and bake at 375 for 15-20 minutes, until it’s heated through.

If you want to save yourself a dish to clean, line the dish/pan with foil 🙂

Tips, Tricks, and Substitutions

Dry Pasta: Use any pasta you like. I think the best is something short and thick to hold up to the creamy sauce; my favorites are conchiglie/medium shells, cavatappi, campanelle, and, of course, macaroni. Have fun with it! There are even wheels and flowers and other fun shapes that kids can get into.

Dry Mustard: If you can’t find dry mustard, mix in the equivalent of a jarred mustard, such as Dijon, after thickening the sauce.

Milk: Use whatever percentage you like, though I always recommend full-fat. For non-dairy milk, go unsweetened because the added sugars bring out the flavor of alternative milks like soy and almond, which isn’t ideal when cheese is supposed to be the star of the show.

Cheese: Use whatever tastes good to you. Experiment! My favorite is a combination of Vermont white cheddar with a more mild cheese, like Colby jack. My mom, for a long time, wanted to try it with pepper jack, recently did, and she said it was delicious! When I’ve found myself without enough cheddar, I’ll use whatever I can find in the fridge–I made a Vermont white cheddar and Fontina mac and cheese once and it was superb. I highly recommend experimenting with your own favorite cheeses, whether it’s a traditional cheddar, Italian cheese, or a fancy Swiss (just think how amazing Gruyère might be!).

Breadcrumbs: You don’t know what you’re missing if you omit this. At least try it before you decide it’s not for you 🙂 I recommend putting fresh, dense bread (such as ciabatta) in a food processor and pulsing until you see a mixture of tiny crumbs and pebble-sized crumbs. The resulting topping will be crunchy on the outside and chewy on the inside. Dry breadcrumbs (homemade or store bought) will lend a much crunchier topping, equally delicious, but definitely different.

Salting Pasta Water: Pasta water should taste like salt water. It doesn’t matter how much pasta you’re cooking, the amount of salt depends on the amount of water. So, if your water doesn’t taste like salt water, add more. And taste your pasta half way through the cooking time to see if it needs more salt. If it does, add another pinch and wait a minute or so before trying again. This makes a big difference in the flavor of the end result.

Cooking Pasta: The proper way to cook any pasta is until it’s al dente, which is tender yet firm to the bite. But it’s especially true in instances when you’ll be further cooking pasta in the oven because it’ll become softer and softer as it bakes. If anything, you want to slightly undercook it on the stovetop so that it comes out perfectly al dente from the oven. If the pasta breaks apart when you try to pick it up with a fork rather than staying intact, it’s well overcooked.

Rinsing Pasta: There is only one circumstance in which it is okay to rinse pasta and that’s this one. For all other pasta dishes, we want the starches to remain on the pasta so the sauce can cling to it properly. For this macaroni and cheese, those starches will expand in the cheese sauce as it bakes and they’ll eventually make it very mealy, especially when you try to reheat any leftovers. Because this is a nice thick, creamy sauce, we don’t have to worry about it failing to cling to the pasta, so rinsing it is fine.

Dissolving Cornstarch: Cornstarch must be dissolved in a cool liquid or it’ll seize up into clumps. That’s why you mix it into the milk before turning the heat on the pan.

Casserole Dish: I don’t always put my pasta in a casserole dish. In fact, more often than not, I just leave it in the pot that I cooked the sauce in. The biggest problem with this is that the cheese sauce will bake to the side of the pan, so you might have to give it a good soaking before cleaning it. It’s either that or you wash an extra dish, so I think it’s a tossup!


I have tried many, many different recipes for homemade mac and cheese, none with results that I’ve liked. The cheese sauce never seems to be smooth enough; somehow, the texture is always off. Of course, for years and years and years I’ve been obsessed with my Aunt Ann’s mac and cheese. Anytime it happened to appear at a gathering, I’d be ecstatic…still am! To me, the texture is perfect, the flavor spot on, and the breadcrumb topping? The perfect addition! A little sprinkling of toasted breadcrumbs to so many smoother dishes can make a world of difference–pasta (even a simple pasta without a creamy sauce and without baking like a casserole) and risotto are two of my favorite dishes to top with crumbs. You wouldn’t think they’d go well together, but it’s really wonderful.

Despite eating my Aunt Ann’s version for so long, though, I never got the recipe until recently. I just kept looking for the next best thing! Finally, it’s here 🙂


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