Ultimate Mac and Cheese

Scooping the ultimate mac and cheese from the casserole dish.

When I say ultimate mac and cheese, I’m not joking. In fact, “ultimate” might be an understatement. This 3 cheese mac and cheese is insanely creamy and cheesy, but not in an artificial, Velveeta way.  This macaroni gratin has depth and a little tingle. Who doesn’t like a little tingle? And this old fashioned mac and cheese isn’t for people who hem and haw about calories, fat or a “proper serving size” (Mom, I’m talking to YOU).

cooking and cooling the elbow shaped macaroni.

Before we get into specifics, I want to preface this by saying there’s only 2 people in my house — and this ultimate mac and cheese doesn’t keep in the refrigerator. It needs to be consumed in one sitting. Consequently, when I make it, I made a small batch. If you’ve got more people or bigger appetites, double the recipe.

Ingredients for ultimate creamy, cheesy mac and cheese 

  • Macaroni
  • Kosher Salt
  • Olive Oil
  • White Cheddar Cheese
  • Jarlsberg Cheese
  • Parmegiano Reggiano
  • Regular Whipping Cream
  • Dry Mustard
  • Cayenne Pepper
  • White Pepper
  • Garlic Confit (optional, but good)
  • Parsley (to make it look healthier than it is)

This recipe was inspired by the Macaroni Au Gratin recipe from the Poole’s Diner Cookbook and it’s a doozy. Their’s is a simple, but decadent, old fashioned mac and cheese without embellishment. My version of their recipe uses some of the classic seasonings you’ll find in many mac and cheese recipes… dry mustard, white pepper and cayenne. I also add a little garlic confit, which is essentially garlic without the sting. It’s mellow and smooth — and plays very nicely in this particular sandbox. (If you don’t have it ready made in the fridge, you can skip it, this time… but use it for the next batch).

grating 3 cheeses for the mac.

Regarding cheese

For the ultimate mac and cheese, start with whole chunks of cheese… not that pre-packaged, pre-grated stuff.

Newsletter Signup
Join our community of food lovers!

Get my latest recipes, helpful kitchen tips and more good things each week in your inbox.


Pre-shredded cheese contains anti-caking agents, so the grated shards won’t stick together in the package. Fine if your using them for an omelette, but they’ll make your cheese sauce grainy. Buy a few real chunks of cheese and grate them yourself.

“Parmesan” vs. Parmegiano Reggiano

I swear I didn’t used to be a cheese snob… until I read this… Many industrial produced “parmesans” have fillers and anti-clumping agents made from wood pulp. Real Parmegiano Reggiano doesn’t have any fillers. It’s real cheese and its aged longer than other wannabes. In fact, several years ago I had a sampling of parmigiano reggiano that had been aged from 1-5 years — you could see and taste the difference. To check for authenticity, look for a wedge that includes the outside rind. The cheese producers have labeled their wheels with “Parmigiano Reggiano” stamped in little pin pricks all around the perimeter. If you see that – it’s the REAL DEAL

Other cheeses for 3 cheese mac and cheese

In addition to Parmegiano Reggiano, we’re also using sharp white cheddar and real Jarlsberg. The white cheddar gives a nice tangy lushness to the sauce, but the Jarlsberg (recommended by Poole’s) is the standout in this dish and elevates this old fashioned mac and cheese, giving it a sophisticated flavor. This is restaurant quality.

Best tools for grating cheese

I recommend a traditional box grater for grating the cheese. Use the larger holes for the Cheddar and Jarlsberg and the finer grates for the harder Parmigiano Reggiano. It only takes 1-2 minutes to do this by hand.

Seasonings for 3 cheese mac and cheese

Dry Mustard – Adds a tangy flavor and intensifies the cheesiness (is that a word?) in the sauce.

Cayenne Pepper – This is the tingle, I was talking about. Cayenne pepper is about 10 times hotter than a jalapeño, so you don’t need a lot to add a little kick. I find that cayenne and dry mustard compliment each other, especially in a cheese sauce.

White Pepper – This spice isn’t as complex tasting as fresh crushed black pepper, but the real reason I use it for my old fashioned mac and cheese, is because it blends without adding dark specks and marring the look of the creamy cheese sauce. In fact, you won’t see the white pepper at all in the 3 cheese sauce.

Garlic Confit – I just put this recipe on the website a few days ago and already I’m using it in so many things. Garlic confit is simply oil poached garlic. Garlic steeped in oil at a low heat for a few hours. Poaching takes away the sharpness and bite and leaves you with a soft, mellow, sweet flavor that’s heavenly when spread on a soft roll or mashed into scrambled eggs — and it blends beautifully in this ultimate macaroni gratin.

making the cream sauce for the ultimate macaroni.

Making the macaroni and cheese

  1. Read the package directions on the pasta to determine how long it needs to cook for al dente — then SUBTRACT 2 minutes. That’s how long you’ll boil the macaroni. When it’s done, drain it, toss with a little olive oil and spread the noodles in an even layer on a shallow pan to cool.
  2. Whisk together the cream, dry mustard, white pepper, cayenne and garlic confit in a saucepan. Bring it to a boil. The cream will bubble furiously and rise up the sides of the pan, but will subside on its own. Reduce the heat to simmer and let it cook for about 2 minutes to thicken slightly and reduce.
  3. Add the cooked pasta to the cream sauce and continue to cook, stirring continuously for two minutes to release the starch from the macaroni and have the cream cling to the noodles.
  4. Add about half of the total cheese blend in small amounts to the pot, stirring constantly. Don’t add more cheese until the previous handful has melted into the sauce.
adding cooked pasta to the cream sauce. Note - no béchamel, real cream instead.

Theoretically, you could just enjoy the pasta with cheese sauce at this point (see bottom right photo below), but to make it the ultimate… Poole’s takes it one step further.

adding handfuls of cheese to the cream coated macaroni.

To make this a true gratin, it needs to be covered in a molten lake of melty, blistered cheese. You heard me.

Making Macaroni Gratin

  1. Pour the cheese coated pasta into a small baking dish.
  2. Cover with the remaining cheese.
  3. Slip the pan under the broiler and cook until golden and bubbly (turning the dish once or twice to avoid overcooking in any one area).
filling a casserole dish with macaroni and topping with 3 cheeses.

Let the gratin rest for a few minutes

Look, I said MOLTEN CHEESElet it rest for about 5 minutes before digging into the casserole. This is the gooey-est, cheesiest, most decadent, truly ULTIMATE mac and cheese ever. When I served this, not a word was spoken at dinner. Just a few occasional groans of delight… (note: I’d gone into a deeper description, but my husband said I was bordering on pornography, so I omitted that for the sake of a mostly-PG rated site).

Can I keep leftovers in the refrigerator?

I don’t recommend it. This old fashioned cheese and mac doesn’t reheat well. The oils in the cheese separate and it loses that creamy, unctuousness that makes it special in the first place.

That’s not to say it isn’t edible the second day — but it’s not like it was the first night, which is why I opt for small batches of this indulgent treat. If you’ve got 2 big eaters, this should be enough. If you’ve got 4 small to moderate appetites, this recipe should be fine as part of a larger meal. If you’ve got a larger crowd or your just feeling especially hedonistic, go ahead and double the recipe…

More Old Fashioned Mac and Cheese Recipes:

Tried this recipe? Leave a rating and review.

Your comments and shares are invaluable to me and the thousands of readers who use this site daily. If you've made the recipe, leave a star rating and review. We want to hear how you liked it.

We'd love it if you shared the recipe with your friends on social media!

Scooping the mac and cheese with a serving spoon.
Print Pin
5 from 10 votes

Ultimate Mac and Cheese for 2

The cheesiest, gooey-ist, most decadent three cheese mac and cheese. Tailor this recipe for the number of diners you have because it’s best eaten the day you make it.
Author: Lisa Lotts
Course Side Dish
Cuisine American
Keyword macaroni and cheese, pasta
Dietary Restrictions Vegetarian
Prep Time 20 minutes
Cook Time 10 minutes
Servings 4


  • 1 cup elbow macaroni
  • 1 teaspoon kosher salt
  • 1 teaspoon olive oil
  • 4 ounces sharp white cheddar grated
  • 2 ounces Jarlsberg grated
  • 1 ounce Parmigiano Reggiano finely grated
  • cup regular whipping cream
  • ½ teaspoon dry mustard
  • ¼ teaspoon white pepper
  • teaspoon cayenne pepper
  • 1 tablespoon garlic confit mashed into a paste
  • chopped parsley for garnish optional


  • Bring a large pot of water to a boil and add the kosher salt. Stir in the macaroni and cook to 2 minutes before it hits al dente. (So if the package says 7 minutes to al dente, cook it for 5). Drain the pasta well, transfer to a shallow baking sheet and drizzle with the olive oil. Toss to coat to prevent sticking. Set aside.
  • Combine the 3 cheeses into a bowl and toss well to combine. Set aside.
  • Add the cream, dry mustard, white pepper, cayenne pepper and mashed garlic confit to a small pan and whisk to combine. Bring the cream to a boil (note: the cream will bubble and rise in the pan, but just whisk it and it will subside). Reduce heat to a simmer and cook for about 2 minutes.
  • Add the cooked macaroni to the cream and simmer for about two minutes to thicken the cream and coat the pasta well.
  • Place an oven rack about 4″ below the broiler in the oven and turn the oven on to a high broil.
  • Add ½ of the grated cheese by small handfuls, stirring after each addition until the cheese is melted before adding more.
  • Transfer the macaroni to a small baking dish, smooth with a spoon and top with the remaining cheese.
  • Broil for about 5 minutes, turning the casserole every so often to avoid uneven cooking. Cook the pasta until the cheese is melted and and is bubbling and golden brown. Remove from the oven and let rest for five minutes before serving.


Calories: 595kcal | Carbohydrates: 30g | Protein: 20g | Fat: 44g | Saturated Fat: 27g | Cholesterol: 147mg | Sodium: 993mg | Potassium: 177mg | Fiber: 1g | Sugar: 1g | Vitamin A: 1560IU | Vitamin C: 2mg | Calcium: 452mg | Iron: 1mg

Pin it for later!

A Pinterest Pin To save for later!

Leave a Reply

Your email address will not be published. Required fields are marked *

Recipe Rating

This site uses Akismet to reduce spam. Learn how your comment data is processed.


  1. 5 stars
    This is a DELICIOUS recipe! Definitely our favorite Mac and cheese now.

  2. 5 stars
    This mac n cheese recipe uses a totally different process than what I know. I usually make a roux and add cheese. I really love the use of the cream instead. It’s more smooth and decadent. I used pepper jack, mozz, and parm as that’s what I had on hand. Fabulous.

  3. Carmelita says:

    Is the pasta 1 cup of cooked or uncooked? I bought rigatoni and only bought 2 cheeses a smoked cheddar and jarlsburg will increase both to make up not having a 3rd. I have made Paula Deens Mac n Cheese for years w/6 different kinds of cheese just was looking for a smaller portion and found this, real excited to try it for our Thanksgiving for the 2 of us.
    Thank you

    1. One cup of uncooked pasta — you will cook it before adding to the sauce.

  4. Jill Robertson says:

    Love the additions. You don’t need reggiano for this, use grana padano, which is also aged, and is more common in Italian cooking. Reggiano for last minute grating, or as an eating cheese. I like to have both on hand.

  5. Andrea Metlika says:

    5 stars
    Wow, this looks and sounds amazing! I agree with you on the cheese. Makes all the difference.

  6. 5 stars
    I love recipes for two. Sometimes it’s hard to get an idea of what to cook for two people. This is perfect and mac and cheese is always a winner! Pinning to save.

  7. 5 stars
    The combination of cheeses in this mac and cheese are amazing! And look at that cheese pull!

  8. Bintu | Recipes From A Pantry says:

    Oh wow, that looks so cheesy and gooey – comfort food at its finest!

  9. Emily Liao says:

    5 stars
    This was the perfect mac n cheese recipe! Everyone enjoyed this and can’t wait to make again

  10. Mac and cheese sounds delicious! Please consider adding a “jump to recipe” button to your postings. Thanks!

  11. 5 stars
    Comfort food at it’s finest!

  12. 5 stars
    Yum! Talk about a special treat!