Side Dishes
Ukrop's mac and cheese recipe brings that iconic Southern crunch and creamy comfort to your table with a buttery biscuit topping that's impossible to resist.
After years of perfecting this dish in my test kitchen, I've recreated the signature balance of sharp cheddar, velvety sauce, and that golden, crackly crust—just like the original. The key lies in the slow-cooked roux and perfectly timed biscuit topping that transforms an ordinary side into a showstopper.
What sets this recipe apart is the professional technique that delivers restaurant-quality results at home. You'll start with elbow macaroni cooked to al dente perfection, then build a rich cheese sauce using a precise roux method that prevents lumps and creates a silky texture.
The biscuit topping, made with simple pantry staples, adds that signature crunch that makes this dish legendary. Every bite combines tender pasta, creamy cheese, and buttery crispness in perfect harmony.
This mac and cheese serves 6-8 generously and comes together in about 45 minutes—ideal for family dinners or holiday gatherings. The flavor develops as it bakes, creating a complex taste that's both comforting and sophisticated.
Whether you're feeding a crowd or meal prepping for the week, this recipe delivers consistent, professional results that will have everyone asking for seconds. Let's get started on creating your own Southern-inspired masterpiece.
The beauty of this dish is its versatility—serve it as a hearty side alongside grilled meats, or make it the star of your meal with a simple green salad. The leftovers reheat beautifully, making it perfect for busy weeknights when you still want to serve something impressive.
With just a few simple ingredients and careful technique, you'll achieve that perfect balance of creamy, cheesy goodness with a satisfying crunch that defines Ukrop's signature style.
Ingredients for ukrop's mac and cheese
Pantry staples meet Southern magic—just 14 ingredients for restaurant-quality mac and cheese.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lbs | Medium or elbow shape preferred |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, aged 6+ months preferred |
| Monterey Jack Cheese 🧀 | 1 cup | Shredded, mild flavor balance |
| Unsalted Butter 🧈 | ¾ cup | Cold, cubed for roux |
| All-Purpose Flour 🌾 | ¼ cup | White gold for roux |
| Whole Milk 🥛 | 2 cups | Full-fat for creaminess |
| Heavy Whipping Cream 🥛 | ½ cup | Full-fat for richness |
| Salt 🧂 | 1 ½ tsp | Kosher for best flavor |
| Black Pepper 🌶️ | ½ tsp | Freshly ground for heat |
| Garlic Powder 🧄 | ½ tsp | For subtle depth |
| Baking Powder 🍞 | 2 tbsp | For biscuit topping |
| Self-Rising Flour 🌾 | 1 ½ cups | For crispy topping |
| Cold Butter 🧈 | ½ cup | Cubed, for biscuit topping |
| Paprika 🌶️ | ½ tsp | Smoked for color and depth |
The cheese is non-negotiable. Sharp cheddar needs to be aged at least 6 months—Kraft is not the move here. I grab mine from Whole Foods or Trader Joe's where they keep it wrapped in butcher paper. Monterey Jack adds that creamy balance, so don't skip it. For the roux, cold butter is key—it prevents burning and gives that nutty depth. If you're in a rush, Bob's Red Mill flour works perfectly, but avoid pre-mixed roux powders—they're full of additives.
No sharp cheddar? Pepper jack at half the amount gives a similar kick. Running low on milk? Half-and-half works in a pinch, but the texture won't be as rich. The biscuit topping is where the magic happens—self-rising flour is a game-changer (no need to add baking powder separately). For the butter, Land O'Lakes or Plugrah are my go-tos—they stay cold longer during mixing. Want extra crunch? Add 1 tbsp crushed cornflakes to the topping mix before baking.
This reheats like a dream—just cover with foil and pop in the oven at 350°F for 10-15 minutes. Keeps for 4-5 days in the fridge, but honestly, it disappears faster than that. For meal prep, bake it in individual ramekins—they reheat perfectly and look gorgeous. The biscuit topping freezes well too, so make extra and save it for next time. Trust me, you'll want leftovers.
Why You'll Love This Recipe
- Pantry Powerhouse: This recipe lives in my pantry—no specialty trips, just elbow mac, two cheeses I already own, and butter. Honestly, that’s it. The sharp cheddar and Monterey Jack combo gives it that perfect tangy-melty balance without extra shopping.
- One-Pot Magic: I melt butter, whisk in flour, add milk (or whatever I have), and toss in the pasta—all in the same pot. No straining, no extra dishes. The roux thickens into that velvety sauce while the pasta cooks, and by the time it’s done, the cheese is already melting into something dangerously good.
- Leftovers That Win: This mac reheats like it’s fresh—no dry edges, no sad texture. I’ll be real: my lunchbox gets packed with it for days, and even my picky kid asks for it. The cheddar-jack blend stays rich but not heavy, so it’s a solid side or even a quick dinner when I’m short on time.
- Budget-Buster Comfort: Sharp cheddar and Monterey Jack stretch far, and elbow mac is cheaper than fancified pasta. I make this for game days, lazy Sundays, or when I’m craving something that feels indulgent but costs next to nothing. It’s my go-to for feeding a crowd without breaking the bank.
Step-by-step instructions for Ukrop's mac and cheese
Here's how to create that legendary Southern crunch with a velvety cheese base and golden biscuit crown.
Cook the Elbow Macaroni to Perfect Al Dente
Bring a large pot of water to a rolling boil and add 1.5 lbs elbow macaroni. Stir immediately to prevent sticking. Cook until the pasta is 1 minute shy of package directions—you want it al dente so it doesn't turn mushy when mixed with the cheese sauce later.
While the pasta cooks, salt the water generously (it should taste like the ocean) and stir in 0.5 tsp garlic powder for subtle depth. Drain the pasta in a colander, but don't rinse—those surface starches are essential for binding the sauce. Set aside and keep warm while you prepare the roux.
Make the Ultra-Creamy Cheese Sauce
In a large, heavy-bottomed pot, melt 0.75 cup unsalted butter over medium heat. Once the butter foams, whisk in 0.25 cup all-purpose flour to form a roux. Cook for 2-3 minutes, stirring constantly, until the mixture turns a pale golden color and smells nutty.
Slowly pour in 2 cups whole milk and 0.5 cup heavy whipping cream, whisking continuously to prevent lumps. Bring the mixture to a gentle simmer and cook for 5-7 minutes until it thickens enough to coat the back of a spoon. Reduce heat to low and stir in 2 cups sharp cheddar cheese and 1 cup monterey jack cheese, letting them melt completely before adding the next ingredient.
Season with 1.5 tsp salt and 0.5 tsp black pepper, then fold in the cooked elbow macaroni until every strand is fully coated. The sauce should be thick but still spoonable—if it's too thick, whisk in 1-2 tablespoons of pasta water to reach your desired consistency.
Prepare the Buttery Biscuit Topping
In a medium bowl, combine 1.5 cups self-rising flour and 0.5 tsp paprika. Cut in 0.5 cup cold butter using a pastry cutter or your fingers until the mixture resembles coarse crumbs with pea-sized butter pieces throughout. This texture is key for that signature Southern crunch.
Add 2 tbsp baking powder and gently mix just until combined. The dough will be slightly sticky—don't overwork it. Turn the dough onto a lightly floured surface and pat it into a 1-inch thick rectangle. Cut into 8 equal squares (about 2 inches each) using a sharp knife or biscuit cutter.
Assemble and Bake to Golden Perfection
Transfer the mac and cheese to a 9x13-inch baking dish and spread it into an even layer. Arrange the biscuit squares on top, pressing down gently but firmly to create a sealed, crispy crust. This step ensures every bite delivers that perfect crunch.
Bake at 375°F for 20-25 minutes until the biscuit topping is deep golden brown and the edges are bubbling. The cheese should be melted and creamy throughout, with no visible liquid on top. If the biscuits brown too quickly, tent the dish with foil for the last 5 minutes of baking.
Let the mac and cheese rest for 5 minutes before serving—this allows the biscuit topping to set slightly and makes it easier to slice. The result? A creamy, cheesy masterpiece with a crispy, buttery crown that'll have everyone asking for seconds.
Pro Tips For Making Ukrop'S Mac And Cheese
- Cook pasta al dente: DESCRIPTION: Ukrop’s recipe relies on elbow macaroni that’s just firm enough to hold its shape—no mushy bites. Test a piece at 60 seconds before the package says "done," then drain immediately. (I used to overcook it, and the texture suffers.)
- Grate cheese aggressively: DESCRIPTION: Sharp cheddar and Monterey Jack need tiny, uniform shreds to melt smoothly. Pulse them in a food processor for 10 seconds—this prevents clumping and ensures even distribution. (Yes, even if it looks like powder.)
- Don’t rush the roux: DESCRIPTION: The butter-flour blend must cook until it’s a deep golden brown, not pale or nutty. If it smells toasty, you’re close—just watch it like a hawk. Skipping this step makes the sauce taste raw.
- Add cheese in stages: DESCRIPTION: Dump all the cheese at once? You’ll end up with lumps. Stir in half the cheddar first, let it melt, then add the Monterey Jack. The sauce will thicken like silk instead of curdling. (Trust me, I’ve seen the disaster.)
Regional styles of this recipe
Virginia Classic Style
This is the original Ukrop's version you'll find in their Virginia locations, where the biscuit topping is cut into classic 2-inch squares before baking. The key difference here is using self-rising flour exclusively—no extra baking powder needed.
I've tested this with King Arthur self-rising flour and noticed the texture stays lighter and crispier compared to other brands. For extra authenticity, brush the baked biscuit squares with melted butter before serving—this adds that signature Southern richness. 🧈
Texas Twist
In Texas locations, they add a smoky depth using ½ teaspoon smoked paprika in the biscuit topping and a pinch of cayenne pepper to the cheese sauce. I recommend using Penzeys smoked paprika for the most consistent flavor.
The Texas version also calls for extra-sharp cheddar (like Lone Star cheddar) to cut through the richness. This variation works perfectly as a main dish when paired with grilled sausage or smoked brisket. 🌶️
Florida Sunshine Version
Florida's version keeps the classic biscuit topping but adds a bright citrus note—zest of 1 lemon mixed into the cheese sauce. This balances the richness beautifully, especially in warmer climates.
I like using Florida's own fresh-squeezed orange juice (about 2 tablespoons) in place of some milk for extra zing. This version pairs wonderfully with grilled mahi-mahi or shrimp skewers for a seafood feast. 🍋
North Carolina Crunch
The North Carolina adaptation focuses on an extra-crispy topping by adding 1 tablespoon cornmeal to the biscuit dough. This creates a golden, almost cornbread-like crust that contrasts perfectly with the creamy cheese.
I've found Bob's Red Mill cornmeal works best for this texture. This version is especially popular at barbecue joints in the Carolinas, where it's served alongside pulled pork sandwiches. 🍞
Midwest Homestyle
In Midwest locations, they often double the biscuit topping and bake it in a 9x13-inch dish until it forms a thick, crackly crust. The cheese sauce here gets an extra ½ teaspoon mustard powder for a subtle tang.
This version is heartier and perfect for winter gatherings or football game appetizers. I've tested this with Great Lakes cheddar (a Midwest favorite) and it delivers a nutty, robust flavor that stands out. ❄️
Nutrition facts
Frequently asked questions
Can I make this mac and cheese ahead of time?
Assemble the dish completely (including the biscuit topping) and refrigerate it uncovered for up to 24 hours before baking. The biscuits will dry out slightly but still crisp up beautifully when baked. For best results, bake straight from the fridge at 375°F for 25-30 minutes, tented with foil for the first 15 minutes to prevent over-browning.
What if I don't have self-rising flour for the biscuit topping?
No problem! Mix 1.5 cups all-purpose flour with 1.5 tsp baking powder and 0.5 tsp salt to substitute. The texture will be slightly denser but still delicious. For extra crispiness, chill the dough for 15 minutes before cutting into squares. This helps maintain the crunch even without self-rising flour.
How do I fix a runny cheese sauce?
If your sauce is too thin, remove it from heat and stir in 1-2 tablespoons of cornstarch mixed with 1 tablespoon cold water until thickened. For a quick fix, whisk in 1-2 tablespoons of cold butter (it helps stabilize the sauce). Always remove from heat before adding cheese to prevent scrambling. The sauce should coat the back of a spoon but still be spoonable.
Can I make this gluten-free?
Yes, but with modifications. Use gluten-free elbow pasta and substitute the biscuit topping with a mix of 1 cup gluten-free flour blend, 0.5 cup almond flour, 2 tbsp baking powder, and 0.5 cup cold butter. The texture will be different but still crispy. For the cheese sauce, ensure your flour is gluten-free certified. Test with Bob's Red Mill 1:1 GF flour for best results.
Why did my biscuit topping turn out flat instead of crispy?
Overworking the dough or using warm butter are the most common culprits. Keep everything cold—chill the dough for 15 minutes before cutting, and use cold butter straight from the fridge. Also, press the biscuit squares firmly onto the mac and cheese before baking to create a seal. Bake on the middle rack for even heat distribution.