This bulk-size mac and cheese delivers creamy indulgence that rivals any restaurant version. I developed this recipe after testing multiple methods to achieve that perfect velvety texture without the curdling that often plagues large batches.
The secret lies in a slow-melted cheese sauce that incorporates American and cheddar cheeses for maximum smoothness. Cooking the pasta just shy of al dente ensures it absorbs the sauce beautifully during the final bake without turning mushy.
What you get is a dish with a rich, creamy sauce that clings to every elbow macaroni, topped with a golden breadcrumb crust. The result is comfort food at its finest—ideal for feeding a crowd or meal prepping for the week.
Perfect for potlucks, family gatherings, or when you simply want leftovers for days. This method scales effortlessly to feed as many as you need.
Ingredients for Sam’s Club Mac and Cheese
Bulk-size comfort with restaurant-quality results. Nothing beats this creamy indulgence for a crowd.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 2 lb | Cooked just shy of al dente |
| Unsalted Butter 🧈 | ½ cup | For roux base |
| All-Purpose Flour 🌾 | ½ cup | For thickening sauce |
| Whole Milk 🥛 | 4 cups | Room temperature preferred |
| American Cheese 🧀 | 1 ½ lb | Slices or blocks, melted smoothly |
| Sharp Cheddar Cheese 🧀 | 1 ½ lb | Shredded from block for best melt |
| Yellow Mustard 🟡 | 2 tbsp | For tangy depth |
| Worcestershire Sauce 🍶 | 1 tbsp | Adds umami richness |
| Salt 🧂 | 2 tsp | Diamond Crystal kosher preferred |
| Ground Black Pepper 🌶️ | 1 tsp | Freshly ground for best flavor |
| Panko Breadcrumbs 🍞 | 1 ½ cups | For golden crust topping |
| Garlic Powder 🧄 | 1 tsp | For savory background note |
| Onion Powder 🧅 | 1 tsp | Enhances cheese flavor |
| Paprika 🌶️ | ½ tsp | For color in topping |
The cheese is non-negotiable here. American cheese melts like a dream—don’t skip it, even if it feels old-school. Sam’s Club has great prices on bulk cheddar blocks (shred your own for best texture). For the milk, whole is essential—2% or skim won’t give you that velvety richness. The macaroni needs to be just shy of al dente so it soaks up sauce during baking, not turns mushy.
No American cheese? Velveeta or processed cheese slices work in a pinch. Swap cheddar for Monterey Jack if you prefer milder flavor. The mustard and Worcestershire are flavor boosters—Dijon can replace yellow mustard, and soy sauce works if you’re out of Worcestershire. For extra creaminess, stir in a few ounces of cream cheese with the other cheeses.
Leftovers keep 4-5 days in the fridge or freeze for 3 months. Reheat with a splash of milk to restore creaminess. The topping stays crispy if you reheat uncovered in the oven (350°F for 15 minutes).
Why You’ll Love This Recipe
- One Pot Wonder: I melt the butter, whisk in flour, then slowly add milk—no fancy steps, just simple stovetop magic.
- Creamy Dream: American cheese melts so smoothly into the sauce, it’s rich and velvety without any grainy texture.
- Crowd Pleaser: Honestly, this disappears faster at potlucks than anything else I bring.
- Budget Friendly: Feeds my family of four for less than $10, and leftovers reheat like a dream.
Step-by-Step Instructions for Creamy Mac and Cheese
Here’s the method I use for that signature ultra-creamy texture everyone loves.
Step 1: Cook the Elbow Macaroni Just Shy of Al Dente
Bring a large pot of salted water to a rolling boil and add the 2 lb Elbow Macaroni. Cook according to package directions minus 1-2 minutes—you want it slightly underdone since it’ll finish cooking in the cheese sauce.
Stir occasionally to prevent sticking, and start testing for doneness at the 8-minute mark. Drain immediately when the pasta is still firm to the bite, then rinse briefly with cool water to stop the cooking process. This prevents the noodles from turning mushy when baked.
Step 2: Create a Smooth Roux Base
In a large pot over medium heat, melt the 0.5 cup Unsalted Butter. Once foaming subsides, whisk in the 0.5 cup All-Purpose Flour to form a paste. Cook this roux for 2-3 minutes until it turns a light golden color and smells nutty.
This step is crucial—it thickens the sauce and eliminates the raw flour taste. Keep the heat moderate to avoid browning too quickly. The mixture should bubble gently but not darken beyond a pale gold. If it browns too much, your sauce may take on a bitter flavor.
Step 3: Build the Ultra-Creamy Cheese Sauce
Gradually whisk in the 4 cups Whole Milk, starting with ½ cup at a time, ensuring each addition is fully incorporated before adding more. This prevents lumps. Bring the mixture to a gentle simmer, then reduce heat to medium-low.
Add the 1.5 lb American Cheese, 1.5 lb Sharp Cheddar Cheese, 2 tbsp Yellow Mustard, 1 tbsp Worcestershire Sauce, 2 tsp Salt, and 1 tsp Ground Black Pepper. Stir constantly until all the cheese melts and the sauce is silky smooth. The mustard and Worcestershire add depth without overpowering the cheese flavor.
Step 4: Combine Pasta and Sauce
Add the drained Elbow Macaroni to the cheese sauce and stir until every noodle is thoroughly coated. The sauce should cling to the pasta but still have a slight looseness—it will thicken further during baking.
Taste and adjust seasoning if needed. Remember, the Panko Breadcrumbs topping will add a bit of saltiness, so go easy if you’re tempted to add more. Transfer the mac and cheese to a lightly greased 9×13-inch baking dish or similar large casserole.
Step 5: Add the Golden Panko Topping and Bake
In a small bowl, combine the 1.5 cups Panko Breadcrumbs, 1 tsp Garlic Powder, 1 tsp Onion Powder, and 0.5 tsp Paprika. Sprinkle this evenly over the mac and cheese, pressing down lightly so it adheres.
Bake at 375°F for 15-20 minutes until the topping is golden brown and the edges are bubbling. For extra crispiness, broil for the last 1-2 minutes, watching closely to avoid burning. Let rest for 5 minutes before serving to allow the sauce to set slightly.
Pro Tips For Making Sam’S Club Mac And Cheese
- Cook Pasta Al Dente: Boil the elbow macaroni for 1 minute less than the package says—I learned this the hard way after ending up with mushy noodles in my first three batches.
- Shred Your Cheese: Skip the pre-sliced American cheese and shred it yourself; it melts smoother and faster into the sauce, especially with whole milk.
- Whisk Constantly: When adding flour to the melted butter, whisk nonstop for 2 full minutes to avoid lumps in your roux—this is the part I used to rush and always regretted.
- Warm the Milk: Heat the whole milk for 30 seconds in the microwave before adding it to the roux; cold milk makes the sauce seize up and turns your cheese clumpy.
Pro Cooking Tips for This Recipe
Cheese Melting Mastery
Always shred your own cheddar cheese from blocks—pre-shredded contains anti-caking agents that prevent smooth melting. I use Sam’s Club cheddar blocks for bulk savings. For the American cheese, slices melt faster than blocks, but both work beautifully. 🧀
Roux Perfection
Cook your roux for exactly 2-3 minutes until golden but not browned. The butter should foam then subside before adding flour. If your roux looks sandy, you need more fat—I add an extra 1 tbsp butter to fix this.
Sauce Temperature Control
Keep your cheese sauce at a gentle simmer, never a rolling boil. If it gets too hot, the proteins can separate. I reduce to medium-low heat as soon as it starts to thicken, then stir constantly while adding cheese.
Pasta Precision
Undercook your pasta by 1-2 minutes—it should still have a slight bite. Rinse with cool water immediately after draining to stop cooking. This ensures your noodles absorb the sauce without getting mushy during baking.
Baking the Topping
For extra crunch, mix 2 tbsp melted butter into your panko topping before baking. Broil for 1-2 minutes at the end, but watch it like a hawk—it can go from golden to burnt in seconds. 🔥
Resting Time
Let your dish rest for 5-10 minutes after baking. This allows the sauce to set slightly, making it easier to serve clean portions. Skipping this step results in a runny sauce that slides right off the noodles.
Nutrition Facts
Frequently Asked Questions
Can I use pre-shredded cheese instead?
I don’t recommend it. Pre-shredded cheese has anti-caking agents that prevent smooth melting, which can make your sauce grainy. Always shred your own from a block for the creamiest results.
Why does the pasta need to be undercooked?
Undercooking by 1-2 minutes ensures the noodles absorb the sauce during baking without turning mushy. They’ll finish cooking perfectly in the oven.
Can I make this ahead of time?
Yes! Assemble the dish, cover tightly, and refrigerate for up to 24 hours. Bake as directed, adding 5-10 minutes to the cooking time if it’s cold from the fridge.
How do I reheat leftovers without drying them out?
Add a splash of milk and reheat in the microwave at 50% power in 30-second intervals, stirring between each. For oven reheating, cover with foil and bake at 350°F for 15 minutes.
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