I love my mother-in-law’s macaroni and cheese. Its cheesy, creamy goodness has bound the two of us together for almost 30 years. You see, the first Thanksgiving I spent with my husband’s family was about a month before our wedding in 1982. We flew from Colorado to Tennessee for the holiday weekend and for a bridal tea (because proper Southern women host teas, not showers, in case that’s not a familiar term in your neck of the woods.) I saw green grass in November for the first time in my life. And I saw my first UT game, in which Tennessee lost to Vanderbilt. In the rain. And I caught a miserable cold and had to have two huge shots of antibiotics a week or so later. But that’s not what this story is about.
Now where was I?
Ah yes. Katie (“Memaw” to her grandbabies) made macaroni and cheese that year. To hear her tell the tale, it was an afterthought dish she wedged in among a very full sideboard array of food. But like every Southern woman, her mantra is, “You can never have enough food at Thanksgiving,” and so she tossed it together, just in case. Little did she know it was one of my favorite foods, but as soon as she learned that it was, she made it a point to include it in every holiday meal after that. She’s my hero. And the hero of my children and all my nieces and nephews, who can all eat their weight in her macaroni and cheese. It’s every person for himself/herself when that particular dish slides on the buffet line.
I have her recipe, but try as I might, mine doesn’t hold a candle to hers. And so I have found some very good also-ran recipes, and this is the pick of that litter. Someday maybe I’ll perfect my riff on Memaw’s recipe, but until then, this will have to do.
Not-Memaw’s Macaroni and Cheese
Ingredients:
1 box (16 ounces) large elbow macaroni
1 12-ounce can evaporated milk
1/4 cup butter
8 ounces Velveeta, cut into half-inch cubes (preferably at room temperature, not cold)
1 cup (or more) fresh-shredded cheddar
1/2 teaspoon onion salt (or 1/4 teaspoon onion powder)
1/4-1/2 teaspoon dried mustard
1/2 teaspoon fresh grated pepper
Directions:
In a large pan of salted boiling water, boil macaroni until it is soft (not just al dente) and drain but don’t rinse. Meanwhile, in a heavy saucepan over medium heat, melt the butter and add the evaporated milk. Add the cubed Velveeta and shredded cheese and seasonings; stir until cheese has melted. Remove from heat.
Traditional Baked version. Preheat oven to 350. Spray or butter a 9×13 glass cake pan or oblong baking dish; set aside. Place drained macaroni in the dish and top with cheese sauce, stirring gently to make sure all the noodles are covered. If the sauce seems a little thick, you can add some milk or half and half to thin it out (yep, in the pan if necessary.) Bake at 350 for 20-25 minutes or until the top is bubbly; serve.
Slow Cooker version. You can add more milk to this recipe and heat it in a slow cooker for 2-3 hours before serving. (It’s not a good candidate for a longer cook time than that.) If you’re fixing a large family and/or holiday dinner, the slow cooker version can free up oven space and/or make this dish more portable to take with you.
The tip about cooking the noodles came to me from a foodie friend, who pointed out that when they’re cooked only to al dente, they still absorb liquid from the cheese sauce when you bake them. Ditto for rinsing them; it removes the starch coating, and leaves them more porous and able to soak up the cheese sauce, which creates a gummier texture. Who knew?
So what’s your favorite comfort food? Mac and cheese is undoubtedly mine, and when Memaw makes it, it’s extra special.
Happy cooking,
Terry



Baked this today and it was delicious. Thanks for sharing.
I’m so glad you liked it! I know mac and cheese is very subjective, and everybody has the idea of what makes the perfect flavor and texture. For me, it’ll always be my mother-in-law’s, hands-down. All I can do is hope to run a close second.
I’m trying this one!! I LOVE MAC AND CHEESE!!!!
I hope you like it! It really is a solid recipe. For me, nothing measures up to Memaw’s, but this one is good in its own right.
I really enjoy your blog – I can relate to so much of what you write! My kids refer to my mom as “Memaw”, and I’m not sure how that ever started. Tho I’m not a mac-n-cheese fan, I will try this recipe because all of our kids (even the one I married
) enjoy it. And a slow cooker recipe, to boot! I’m always looking for recipes that get the thumbs up, from the cook as well as the kids!
Awww, thanks! I hope you (or your family!) enjoys this dish. It gets thumbs up from family and Mr. Official has taken it to buffet-style holiday dinners at work, and gotten rave reviews there, too.