Valentine’s Day Dinner Part 2: THE BEST Creamy Macaroni and Cheese

creamy macaroni and cheese in skillet with buttery panko topping


Up next on the Valentine’s Day dinner menu is THE BEST Creamy Macaroni and Cheese!  This is one of those classic dishes that will never get old and keeps the heart, soul, and taste buds happy 🙂  It pairs nicely with any greens (whether it be a salad or veggies), and is actually a simple recipe to make!  In this case, it pairs nicely with Seasoned Asparagus !


skillet with macaroni and cheese with skillet of seasoned asparagus


If you want to make a creamy mac and cheese for your v-day dinner (or for any occasion), there are three simple steps you should follow every single time!  Shall we get started?!

How to make the best creamy macaroni and cheese:

  1. Start with a roux: “roo” is French in origin, meaning “browned butter”.  It sounds scary and complicated, but it’s actually a simple cooking method used to thicken sauces!  It’s created by adding equal parts flour and fat (for this recipe, I use 2 tbsp grass-fed butter and 2 tbsp almond flour) to a heated pan and whisking the ingredients together.  In order to blend the flour and butter, you must melt your butter in the heated pan first, then whisk in flour. 

    Once the roux is made, your next step is to take cream and slowly add it to your roux.  The best way to do this is in stages, approximately 1/3 cup at a time, while constantly whisking. You will notice the cream start to thicken as you stir, all thanks to that roux!  This will act as your base for the cheese sauce to make sure it doesn’t become runny or thinned out over the noodles!

  2. Stir cheese in slowly: in order to prevent cheese from burning, the best thing you can do is add cheese to your roux in stages and whisk constantly.  This not only helps prevent burning, but melts the cheese faster due to constant distribution of heat.  In order to add cheese in stages, I cut my cheese into slices (as pictured below) and add a couple pieces of each kind at a time.cheese on cutting board cut into thin slices
  3. Add extra flavor: get creative and give your mac some personality!  Even the “plain” recipe needs a little something, something…and for that I use Nutmeg!  A little bit of fresh ground Nutmeg makes a world of difference and you’ll never go back to regular mac and cheese again.  Or if you want to take a walk on the wild side, stir some bacon and chives into your sauce before adding noodles!  Or lobster, or BBQ pulled pork, or hot sauce…omg the options are endless! 

Whatever flavor floats your boat, just make sure to stir it into your sauce before adding in noodles!

Once your cheese sauce is made, noodles stirred in, all that’s left is to add a panko topping and bake for 30 min.  For panko topping I melt 2 tbsp butter, then stir in 1/2 cup panko so that it soaks up all the butter.  Top your mac with the panko/butter mixture to give the dish some texture.


creamy macaroni and cheese in skillet topped with panko crust


THE BEST Creamy Macaroni and Cheese

Course: Side Dish
Keyword: creamy, mac and cheese, macaroni and cheese, nutmeg
Servings: 8 people
Author: Lulu's Table


  • 2 tbsp butter
  • 1 pint half and half cream
  • 2 tbsp flour
  • 1 block velveeta cheese cut into 1/2 inch slices
  • 1 block sharp white cheddar cut into 1/4 inch slices
  • 1 tsp fresh nutmeg ground
  • 1 1 lb box rotini pasta cooked
  • 1/2 cup panko


  • Preheat oven to 350 degrees.
  • Lay out all of your ingredients ahead of time, as the sauce will need to be stirred while cooking to prevent hardening or burning.
  • Prep the cheeses by cutting them into thin slices (that way they melt in the saucepan quicker).  Allow cream to get close to room temp, to avoid curdling.
  • Once ingredients are laid out, add butter to saucepan over medium heat.  Allow to melt and then whisk in flour.
  • Slowly pour cream into saucepan in stages, while continuously stirring.  This will thicken and create the roux for your cheese sauce.
  • Once you have added all the cream and created your roux, start to add the cheeses and continually stir.  Add cheese in stages (a handful of velveeta and cheddar at one time).  Stir in cheese until it melts, then add another handful until everything is blended together. 
  • Sprinkle in nutmeg and stir.
  • Add most of your cooked noodles to the cheese sauce and stir (I leave out a handful of noodles so it's extra creamy!).
  • Transfer to a greased baking dish.
  • Melt butter in a separate bowl and stir in 1/2 cup panko.  Take panko mixture and sprinkle on top of mac and cheese.
  • Bake for 30 min with foil on top for first 20 min.


  • I use Vermont Sharp White Cheddar by Cracker Barrel for my choice of cheddar.
  • Rotini pasta is my favorite to use with mac and cheese, because I find that its shape is best for grabbing the sauce.

Have you made this recipe?!

If so, comment below or hashtag #lulustable on Instagram to show me your homemade creation!  I’d love to see what you’re doing in the kitchen!  

Follow @lulus.table on Instagram for more recipes as they get posted.