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Side Dish

Two Cheese Macaroni

When it comes to cheese, we firmly believe the more the merrier! Our Two Cheese Macaroni is double the gooey goodness that kids of all ages crave. After you cook the elbow macaroni, spoon it into a baking dish and set aside. Melt butter and stir in flour, then gradually add Smith's Milk. After you let it boil and cook for just a couple minutes, the magic is about to begin with the most important elements in our Two Cheese Macaroni: cheddar and American cheeses. Melt them together in the milk mixture and season, then pour this liquid gold over the macaroni and stir until every elbow is evenly coated. If it's even possible for this recipe to be more delicious, it's about to happen when you sprinkle a bread crumb topping over the cheesy noodles before you bake for about 30 minutes. This Two Cheese Macaroni will have your taste buds doing the two-step! 

How to Make


  • 1-1/2 cup uncooked elbow macaroni
  • 5 tbsp butter or margarine, divided
  • 3 tbsp all-purpose flour
  • 1-1/2 cup Smith's Milk
  • 1 cup (4 oz) shredded cheddar cheese
  • 2 oz processed American cheese, cubed
  • 1/2 tsp salt
  • 1/4 tsp pepper
  • 2 tbsp dry bread crumbs


  1. Cook macaroni according to package directions, drain.
  2. Place in greased 1-1/2-quart baking dish, set aside.
  3. In a saucepan, melt 4 TBSP of butter over medium heat. Stir in flour until smooth. Gradually add milk, bring to a boil.
  4. Cook and stir for 2 minutes; reduce heat.
  5. Stir in cheeses, salt and pepper until cheese is melted.
  6. Pour over macaroni, mix well.
  7. Melt the remaining butter; add the bread crumbs. Sprinkle over casserole.
  8. Bake uncovered for 30 minutes at 375 F.


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