Crusted Cracker Mac and Cheese

Updated 12.25.2020.

I didn’t realize, before deciding on recreating this dish for an update, that the recipe had failed spectacularly back in 2013 when I first made it. If I hadn’t completely committed to making the dish when I started to re-read this blog, I may have abandoned ship. Alas, I didn’t really have another option and it was Christmas. I’m not sure any grocery stores were even open at the time I fully read this blog.

So these were my thoughts the first time around:

Last weekend I made a massive amount of mac and cheese that I’ve been eating all week and not sharing. (I generally don’t share any of the food that I make that I don’t find fantastic, thus, unshareable.) I had high hopes for this recipe because a) it’s mac and cheese (all mac and cheese recipes should be good) and b) it had a crusty topping. Who doesn’t love a crusty topping?

There were two downfall to this dish. There was an enormous amount of sauce to noodle ratio, which meant  to me (when I saw how much excess sauce there was) that the end result will yield a soupy or soggy noodle (which is exactly what happened). And, I didn’t even add any pasta water to thin the sauce out. I undercooked the noodles to no avail. Even with undercooking the noodles they still sopped up all that sauce and ended up soggy in the end. I’m wondering if the recipe would work better if you didn’t cook the noodles at all? But still there would be way too much sauce. Proceed with caution when making this recipe.

On a side note if you’re looking for white American cheese, go directly to your supermarket’s deli counter. And be warned: it’s expensive!

What gave me the most pause in recreating this dish is that I said there was waaaay too much sauce. I referred back to other Mac and cheese recipes and most of them seemed to call for only 3 cups of milk, max, some of them way less. Because I did find some old recipes that called for four cups of milk, I decided to try the milk amount as-is again. I did cut down on the cheese a bit.

So how did it turn out the second time around? Much better than the first. My dad loved it. It was very creamy and very cheesy. I did again have the thought that there was way too much sauce but when we scooped into the casserole, it wasn’t the least bit soupy. I made a few additional changes to the recipe as well. I subbed VELVEETA for American cheese. I had VELVEETA on hand and figured VELVEETA melts just as well if not better. I also subbed heavy cream for milk because … that’s all I had in the fridge! I also figured that might help make the sauce seem not so soupy or voluminous.

This dish is a wee-bit spicy with both hot sauce and cayenne pepper added to it. If you’re a spice wimp, you’ll probably want to avoid adding one or both ingredients. Anyone who enjoys spice will welcome the addition.



  • kosher salt
  • 1 lb elbow macaroni
  • 1 stick butter, plus melted butter for brushing
  • ¼ c. flour
  • 2 tsp. mustard powder
  • 2 tsp. Worcestershire sauce
  • 2 tsp. hot sauce
  • ½ tsp. cayenne pepper
  • 1 qt whole milk, half-and-half, cream or heavy cream
  • 8 oz havarti cheese, grated (about 2 cups)
  • 8 oz sharp yellow cheddar cheese, grated (about 2 cups)
  • 12 oz white American cheese, grated (about 3 cups) or 12 oz VELVEETA cheese, cubed
  • 1 sleeve butter crackers (such as Ritz), crushed
  • 2 T. grated parmesan cheese


  1. Preheat the oven to 375 degrees.
  2. Bring a large pot of salted water to a boil. Add the pasta and cook until just slightly softened, about 6 minutes. Reserve ½ cup of the cooking water, then drain the pasta and rinse under cold water.
  3. Meanwhile, melt 4 tablespoons butter in a large saucepan over medium heat. Whisk in the flour, mustard powder, Worcestershire sauce, hot sauce and cayenne and cook, whisking, until the mixture is smooth and slightly golden, about two minutes. Whisk in the milk and cook, whisking occasionally, until the sauce begins to boil and thicken, about 5 minutes. Stir in the havarti and all but 1 cup each of the cheddar and American cheese; cook, stirring until the cheese just melts, about 1 more minute. Stir in the pasta, adding the reserved pasta water as needed to make a creamy sauce. Season with salt.
  4. Brush a 9×13-inch baking dish with melted butter. Spread the pasta mixture in the dish. Melt the remaining 4 tablespoons butter in a bowl in the microwave; stir in the crushed crackers and parmesan. Sprinkle the reserved cheddar and American cheese evenly over the pasta, then scatter the cracker mixture on top.
  5. Cover with aluminum foil and bake until heated through, about 25 minutes. Remove the foil. Continue baking until browned and bubbly, about 20 more minutes. If your crackers do not brown by the end of the baking time, crank the oven up to broil and broil for two or three minutes. Let rest 10 minutes before serving.

Recipe rating: 


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