Homemade”Fat” Mac-n-Cheese

Fat Mac-n-Cheese

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This was one of my favorites growing up. My sisters and I called it homemade “Fat Mac-n-Cheese”. I think we called it Fat Mac-n-Cheese because of the “fat” noodles. It must be made with these medium size shells – it cannot be elbows, or penne, or bowtie. Absolutely not. πŸ˜‰ In fact, I think Mom made it with elbow noodles a few times and I remember being like “oh my god!! what did you do?!?” But, seriously the shells make this dish. They pocket little areas of hidden cheesy deliciousness. 

Everyone has a dish that just brings you back to your childhood… and yep, this is it for me! Although – for some reason every time I make it, it’s just not quite the same as when Mom made it. But, yet it is still just as delicious.

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This last time I made it I made it with sharp white cheddar cheese (because well that’s what I had on hand) and OMG it was even better than I remember. The kids and I literally went through the entire dish in TWO days. Yikes! But, if you don’t like really sharp cheese you could definitely use a more mild cheddar. The original had a mild cheddar only. 

Fat Mac-n-Cheese

I feel like I always have to pair Fat Mac-n-Cheese with green beans. The combo just goes together so well. I also made some chicken tenders to go with this, but honestly you don’t need it. The Mac-n-Cheese is a meal in itself. 

Fat Mac-n-Cheese

I’ve been trying to incorporate some little crafts or projects for your kiddos (if you have some) in my blog as well. I realized as a mom of little kids, I often save all of these delicious looking recipes to try and then just never have the time to really make them! Or I feel guilty spending time in the kitchen when I’ve already been away at work most of the day.

So, this is when I started gettin the kids more involved in the cooking. They always love to help mix and prep the food in anyway. But, sometimes there isn’t much they can really help with (raw meat type prep) – so this is when I utilize a little food related printable or craft for them to do in the kitchen nearby so we can chat as I cook. It doesn’t always have to be about food and nutrition but if it is, even better! But, I feel good if they are at least educational and helping them learn numbers, letters, etc. 

This was a cute little project for the boys to do while I put together the Fat Mac-n-Cheese dish to bake. It’s hard to get Griff to just focus on learning his numbers doing something “boring”. So these types of activities work well for him. Plus he also loves trying to use his new little safety scissors. Cut out the items and match up to the bowl number. Pretty simple – but you’d be surprised how something as simple as this just works so nicely as a conversation starter. Yes I think we need to have “conversations” even with toddlers. They are just little sponges looking to learn ANYTHING they can. 

I hope your little ones have fun with this! You could also use the little bowls for other projects as well. Another cute idea for the bowls is to have your kids place the appropriate number of uncooked pasta shells or elbow macaroni in the bowls. Playing with food is always fun! πŸ˜‰  

Ok, back to the Fac Mac. I know this recipe is rather high in fat. But in case you haven’t heard the newest research is suggesting fat isn’t quite as bad as was once speculated. Obviously high fat foods are also high in calories, but that’s why I just like to practice portion control vs restricting real foods.

I don’t know if I’ve ever met a toddler that really “over eats” unless they are just given a steady stream of candy. I try to choose recipes that utilize real whole foods. And I actually do go for full fat in a lot of my recipes, mostly because it is so hard to get these little guys to eat anything but “snacks”. Recipes that utilize real foods, cheeses, milk, etc will keep you satisfied and energized longer too. And lets be honest a “low fat mac-n-cheese” is just wrong on so many levels. 

Now, I do like to experiment with adding veggies and other healthy foods to these more traditional recipes. One of my favorites is my Butternut Squash Mac. Seriously the addition of the butternut squash makes this mac so unique and slightly sweet and delicious. Give it a try – Butternut Mac & Cheese Recipe.

“Fat” Mac-n-Cheese

Everybody needs a go to mac-n-cheese recipe to fall back on. This was ours growing up! Mom’s “Fat” Mac-n-Cheese. Enjoy!

Course Main Course
Cuisine American
Keyword Macaroni and cheese
Prep Time 30 minutes
Cook Time 25 minutes
Total Time 55 minutes
Servings 6 people
Author Becky French


  • 3 cups small shell pasta must be the shells for extra pockets of cheesy deliciousness
  • 1/4 cup butter
  • 1/2 tsp salt
  • 1/4 tsp black pepper
  • 2 Tbsp flour
  • 1/4 tsp ground mustard
  • 1/4 tsp Worcestershire sauce
  • 2 cup milk
  • 1 1/2 cup sharp white cheddar cheese or cheese of your choice
  • 1/2 cup mild cheddar cheese
  • 1/2 onion diced
  • 1/2 cup italian seasoned bread crumbs


  1. Preheat oven to 350 degrees F.

  2. Cook the noodles until al dente. Set aside. 

  3. Melt the butter on low heat. Stir in the flour, salt, pepper, Worcestershire, ground mustard and onion until smooth and bubbly. Remove from the heat. Stir in the milk. Heat to a boil, stirring constantly Boil for 1 minute while stirring constantly. Remove from the heat.

  4. Stir in the cheeses until fully melted. 

  5. Pour noodles into ungreased 2 court casserole dish. Top with the cheese mixture, mix slightly to combine. Add the bread crumbs evenly on top, bake for ~25 minutes until golden brown and bubbly. 

Nutrition Facts
Serving Size 1
Servings Per Container 6

Amount Per Serving
Calories 488 Calories from Fat 212.4
% Daily Value*
Total Fat 23.6g 36%
Saturated Fat 13.8g 69%
Trans Fat g
Cholesterol 66.4mg 22%
Sodium 513mg 21%
Total Carbohydrate 54g 18%
Dietary Fiber 6.4g 26%
Sugars 7g
Protein 20.8g 42%

*Percent Daily Values are based on a 2,000 calorie diet. Your daily values may be higher or lower depending on your calorie needs.
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