Creamy Pasta and Cheese

I grew up eating macaroni and cheese from the box. You know the one, the big blue box with the orange noodle on the front, calling you in and beloved by your parents since it only took about 10 minutes to make and would be gobbled up. Well, many years later, I still have a fond place in my heart for that box and have it from time to time. However, I have found that making my own version of mac and cheese (in many cases without macaroni noodles, hence my Pasta and Cheese title!) is a whole other level of creamy good that we all need to have in our lives.

My take uses a flour and butter mixture called a roux (fancy right?) as the base to give the cheese sauce its creamy, stick to the noodle goodness. This process takes about 10 minutes from start to finish and if you shred the cheese earlier in the day or even the night before, that will knock off your 15 minutes of prep time. Another great thing about this dish? If you are really, really pressed for time, you can omit the baking part and just do pasta and cheese from the pot. This brings this down to about 30 minutes to prepare and that includes shredding cheese (which can be done while the pasta boils). Trust me, once you give this pasta and cheese a try, it may just become your go-to weeknight mac and cheese. It’s that tasty!

Creamy Pasta and Cheese (Basic)

Prep Time: 15 minutes | Total Time: 45 minutes | Serves: 4-6


  • 8-10 ounces (1/2 to 3/4 box) dried pasta (see Tips)
  • 1 cup Gouda cheese, shredded and 1 1/2 cups Cheddar cheese, shredded (mix both cheeses together after shredding)
  • 3 tablespoons unsalted butter
  • 1/4 cup flour
  • 3/4 cup milk
  • 1 1/2 cups breadcrumbs (homeade ones like THESE are AMAZING, but store purchased ones work fine too)
  • salt, to taste
  • pepper, to taste


  1. Preheat oven to 375 degrees
  2. Prepare dried pasta per instructions on the package. When straining the pasta, reserve just a bit (about 1/4 cup) of the cooking water. Cover pasta and keep warm
  3. In a large sauce pan, melt butter over medium low heat
  4. Once butter is melted, slowly add flour to the butter, using a whisk or spoon to stir frequently. Add all flour and stir until no more lumps remain and mixture is smooth
  5. Slowly add milk a bit at at time to the flour mixture, stirring rapidly as you do so. The mixture will start to shrink and appear to curdle, but continue to gradually add milk and rapidly stir and the mixture will smooth out and have a creamy consistency
  6. Remove from heat and slowly add 1 1/2 cups of the cheese mixture and stir until cheese melts and is blended in with the roux. If the mixture seems a little dry or the cheese is not melting, add a bit of pasta water and mix and then place over low heat for 30 seconds while you stir the cheese sauce
  7. Once the cheese is melted and mixed well with the roux, add the pasta and stir well to combine. Season to taste with salt and pepper, making sure to taste and adjust seasoning per your preference
  8. Place pasta and cheese mixture into a baking dish and top with remaining 1 cup of shredded cheese mixture then top with breadcrumbs. Bake, uncovered in oven for 15 minutes or until cheese is bubbling and the breadcrumbs begin to turn golden. If you like a crispy top, after pasta has baked, set oven to the broil setting on low and broil for 4 minutes, rotating the pan after 2 minutes
  9. Allow to rest for 5 minutes then serve and sigh with happiness.


  • I find the best pasta for this recipe are ones that will allow the cheese sauce to stick and collect in them. Cavatappi, elbow, and shells (regular size or small) are my top three and are widely available so use whichever one you have on hand.
  • If you decide to do a quick pasta and cheese from the pan, simply add all of the cheese in step 6 instead of 1 1/2 cups and serve once the cheese is melted and it is seasoned to your liking. You may want to only use 2 cups of shredded cheese if you do the quick stovetop method but are welcome to keep it super cheesy (I usually do!)
  • To give this pasta and cheese real flavor, a mix of different cheeses is a must. If you are not a Gouda fan, I find that Monterey Jack is a good partner for Cheddar or even pair Jack up with some good old American cheese (purchase the deli sliced real American cheese and NOT the orange cheese product wrapped in plastic) is wonderful. But feel free to be creative with what your people like in the way of cheeses.
  • Another word on the cheese-no matter what kind you use, make sure you purchase it by the block or from the deli and shred/cut yourself. I love pre-shredded cheese as much as anyone but the powder they add to preserve it tends to make melting it a bit difficult so it is not ideal for this recipe. The good news is that you can freeze cheese if you use it for baking (it will be a bit crumbly but if you melt it, that’s ok!) so you can buy a whole block of cheese, shred it and then use what you need now and freeze the rest for a time when maybe you want some melty cheese goodness but have no time to break out the cheese shredder.
  • This is a very basic pasta and cheese recipe. I like to mix this up by adding cooked bacon, cooked shallots, cooked onion, cooked chicken, even some cooked ground beef! Once again, feel free to get creative with the add-in on this.