Nothing says comfort food like macaroni and cheese! But this version of old-fashioned macaroni and cheese is creamy but lighter because it’s made with milk.  The ultimate comfort food!

Here’s my recipe for old-fashioned macaroni and cheese.

Old-Fashioned Macaroni and Cheese


3 tbsp Butter
1/4 cup Flour
1 Bay leaf
3 cups Milk
1 tbsp Dijon mustard
Dash each of sea salt, cayenne pepper, and nutmeg

2 cups shredded Cheddar cheese (either old or white old)
2 cups elbow pasta
1 tbsp butter
1 cup bread crumbs


In a large saucepan, melt butter over medium heat. Blend in flour and add bay leaf. Cook stirring for 30 seconds. Pour in 1 cup of the milk, whisking until mixture comes to a boil and becomes thick.

Pour in rest of milk in a slow stream, whisking constantly, until comes to a full boil. Reduce heat to low.

Stir in cheese until melted. Remove bay leaf and add mustard, salt and a pinch of cayenne and nutmeg (optional). Keep on low, stirring often.

Meanwhile, cook macaroni in a large pot of boiling water until cooked. Drain. Stir into cheese sauce until well-coated. Spoon into a buttered 2L deep casserole dish.

Melt butter and toss with bread crumbs and sprinkle over top of macaroni.

Bake in preheated oven at 350 F for 20 minutes or until top is slightly brown.



Maria Lianos-Carbone is the author of “Oh Baby! A Mom’s Self-Care Survival Guide for the First Year”, and publisher of, a leading lifestyle blog for women.


  1. Old School/New School Mom Reply

    Thank you so much! This recipe sounds absolutely amazing!

  2. Lynda Cook Reply

    your recipe sounds alot better than, thinking I’m going to have to try this version, thanks for sharing

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