Custardy Mac N' Cheese

My husband keeps asking when I’m making him mac n’ cheese again, apparently he has a craving.

There’s something about a hot, gooey bowl of homemade mac n’ cheese on a chilly night. (Or any day for my man.)

For Christmas we do a prime rib with sides, and my mac n’ cheese is a crowd pleaser. It’s not for the low calorie folks, this is real cheesey goodness that we only induldge on once in a while.

Main dish or side dish?

This mac n’ cheese can be done as either.

You can dice up some ham or hot dogs for a little more protein.

Sprinkle the top with crushed butter crackers for a crunchy topping. If you do this add the crackers the last 5 minutes so they stay crunchy.

Other add ins:

  • Ham cubes
  • Hot dog slices
  • Polska Kielbasa
  • Green chilis
  • Ground beef (cooked)
  • Use pepper jack cheese instead of Monterey Jack

Custard-Style Mac and Cheese

A warm, gooey, delicious side dish that is easy to make.
Prep Time 25 minutes
Total Time 2 hours
Course Side Dish
Cuisine American
Servings 12


  • 1 lb Large Elbow Macaroni
  • ¼ cup unsalted butter
  • 8 oz Velveeta Original (for a little extra flavor use the green chili Velveeta)
  • 8 oz extra-sharp cheese, divided
  • 8 oz Monterey Jack cheese
  • 2 lg eggs
  • 1 tbl Worcestershire sauce
  • 1 tbl hot sauce (optional)
  • 1 tsp stone-ground mustard
  • 1 tsp kosher salt
  • ½ tsp ground black pepper
  • cooking spray
  • 2 cups whole milk (or milk of choice)


  • Bring water to a boil for pasta. Cook pasta 5–7 minutes, stirring occasionally, until al dente. Drain well, shaking off any excess water (do not rinse). Spread pasta on baking sheet to cool.
  • Meanwhile, melt butter. Cut processed cheese into small cubes. Grate cheddar (reserve 1 cup) and Jack cheeses. Combine in large bowl: eggs, Worcestershire sauce, hot sauce, mustard, salt, and pepper until blended.
  • Preheat oven to 375°F. Coat 13- x 9-inch baking dish with spray. Place milk in small saucepan on medium-low; cook until steaming (about 120°F). Whisk hot milk slowly into egg mixture, 2 tablespoons at a time, until blended.
  • Add to egg mixture: cooked pasta, melted butter, Jack cheese, processed cheese, and remaining cheddar cheese; stir until well blended. Transfer mixture to prepared baking dish and spread evenly. Top with reserved cheddar. Bake 40–50 minutes until sides are bubbling, top is golden, and center is 160°F. Remove from oven and let stand 10 minutes to rest; serve.
Keyword Cheese, comfort food, Mac N Cheese

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