Rating: 4.5 stars
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Three different kinds of cheese—extra-sharp cheddar, Colby-Jack, and cream cheese—go into this creamy, savory macaroni and cheese recipe, which also gets layers of flavor from fresh bay leaves and dry mustard. Southern-style mac 'n' cheese is typically made with a milk-and-egg base rather than a roux. Here, the milk component is an infused milk-and-cream mixture reserved from cooking the noodles (which adds even more richness to the dish). Make this one of the starring sides at your Thanksgiving table.


Read the full recipe after the video.

Recipe Summary

20 mins
1 hr


Ingredient Checklist


Instructions Checklist
  • Preheat oven to 375°F with 1 rack in middle position and 1 rack positioned 6 inches from upper oven heating element. Rub butter all over inside of a 13- x 9-inch baking dish; set aside.

  • Place a large strainer over a large heatproof bowl. Stir together cream, milk, bay leaves, 1 1/2 teaspoons of the salt, and 1/4 teaspoon of the pepper in a medium saucepan; bring to a simmer over medium. Stir in pasta; return to a simmer. Simmer until almost al dente, about 4 minutes. Pour pasta through strainer, letting cream mixture strain into heatproof bowl; remove and discard bay leaves. Reserve 1 1/2 cups strained cream mixture; discard remaining cream mixture, or reserve for another use. Set aside.

  • Gently whisk eggs in a large heatproof bowl. If reserved cream mixture is no longer hot to the touch, microwave on medium (50% power) until hot but not boiling, 30 to 60 seconds. Slowly pour or ladle about 1/2 cup warm cream mixture into eggs, whisking quickly and constantly, until eggs are warm and tempered. Whisk in cream cheese, mustard, and remaining 1/2 teaspoon each salt and pepper (mixture will be chunky). Add remaining 1 cup warm cream mixture, and whisk to combine. Add Cheddar, and whisk until cheese starts to melt but some solids remain. Add cooked pasta; fold to combine. Pour half of the pasta mixture (about 4 cups) into prepared baking dish. Sprinkle with 1 1/2 cups of the Colby-Jack. Spread remaining pasta mixture over Colby-Jack. Cover tightly with aluminum foil. 

  • Bake on middle rack in preheated oven until bubbling around edges, about 30 minutes. Remove from oven, and carefully remove foil. Sprinkle with remaining 1/2 cup Colby-Jack, and return to oven on rack 6 inches from heating element. Increase oven temperature to broil, and broil until cheese is browned in spots, 4 to 5 minutes. Remove from oven. Let cool until pasta mixture is set and firm, about 10 minutes. Serve warm.