I started visiting grandma Phyllis every year during my Christmas and summer holidays from kindergarten through my senior year of high school. Usually the night of my arrival, I would walk in the door to a big pan of her mac and cheese. She has been making this same recipe for the last 60 years, and it has become a beloved recipe within our immediate and extended family. 

She first tried the mac and cheese at her sisters-in-law’s house when she was pregnant with her second child, my uncle Barry. Her sister-in-law made the dish as a side in a tiny 8x8 pan. After her first bite, she said, “I about lost it, and threw myself across the table to get more before anyone else could—it was so damn good!” and a family classic was born. 

She scaled up the recipe significantly and served the dish as a main. Grandma says she comes from a line of women who like to do “everything the hard way”. For example, her mother used to cut each nut called for in a recipe one at a time to ensure that they were all the exact same size, so I have updated a few of her techniques to simplify the recipe a little bit, but nothing that will change the integrity of this amazing recipe. Enjoy!



  • 4 cups macaroni
  • 3 8-oz. sticks of Cracker Barrel extra sharp cheddar cheese- grated (she says this specific cheese is key to the recipe. She “wondered for years why her mac and cheese never turned out,” until she used Cracker Barrel extra sharp cheddar.).
  • 4 cups milk
  • A little less than half a cup of flour
  • 1 tbsp. butter
  • Salt and pepper and paprika


Preheat the oven to 350° and tightly line a 9 x 13 metal pan with foil (she says you will be very happy you don’t have to clean the pan later), grease the foil. 

Bring a pot of water to a boil and dump the four cups of macaroni in. As soon as the pot comes back to a rolling boil, drain, and rinse the pasta. You will feel like the pasta isn’t cooked at all, but if you keep cooking it, be warned, you will end up with a gummy mess! 

Make the white sauce, by blending the milk and flour until there are no lumps. You could do this in the blender or put the flour and milk in a pot and blend it using an immersion blender—just make sure there are NO lumps!! Add salt and pepper to taste, add the butter and cook the mixture on medium heat, stirring continuously until thickened. Throw in a small handful of the grated cheese. 

Pour half the macaroni into the prepared pan and top with half the sauce. Sprinkle with salt and pepper to taste and top with half of the remaining cheese. Repeat this process, ending with cheese- you should have two full layers. Cover tightly in foil and then poke several holes in the top of the foil. Bake for 45 minutes. Remove the foil, sprinkle with paprika, and bake uncovered for 15 minutes more. Grandma always served this hot with a side salad and really cold apple sauce.