Baked Macaroni and Cheese (Lactose-Free!)

Published: June 15, 2020 · Updated: March 11, 2024 by Sacha

This delicious baked macaroni and cheese recipe is made using lactose-free ingredients, though you’re free to make it with regular ingredients if lactose isn’t an issue for you. It’s kid-approved and because it’s so easy to double, it will only take you a few extra minutes to make a spare casserole dish for leftovers or for freezing!

Serving spoon with macaroni and cheese, in front of casserole dish.

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When I moved out, my mother gave me a binder full of the recipes that she likes to use on a regular basis. I’ve often referred back to it, but because my husband and kids all turned out to have food intolerances, I’ve had to modify some of the recipes.

Since I’m the only person in our household capable of digesting lactose, one of the biggest changes I’ve had to make was to develop a lactose-free version of my favourite recipes so that my family could enjoy them as well. It seemed daunting at first because it wasn’t something I’d ever had to worry about, but it turned out not to be as complicated as I thought it would be!

About this Recipe

Who doesn’t love macaroni and cheese? The combination is so simple, but there’s something so comforting about it. It’s definitely a favourite in our house, and it disappears so quickly that I’ve gotten into the habit of doubling the recipe just so we can have leftovers.

Thankfully, the recipe I use is so easy to double that making two dishes takes about the same time as making one. So whether you have a large family to feed or you’re planning on freezing one of the dishes for a busy weeknight, it’s sure to save you some time!

This recipe is easy to make, lactose-free (if you need it to be) and so delicious! In fact, it’s what I cooked for supper tonight. I’ve been staring at pictures of it all weekend while writing this article, so it’s all I’ve wanted to eat for days!

And in case you were wondering—yes, I did double the recipe!

Required Ingredients

Here’s what you’ll need to make this delicious baked macaroni and cheese:

Ingredients to make macaroni and cheese.
  • Macaroni
  • Butter or margarine (we use margarine because it’s lactose-free)
  • All-purpose flour
  • Milk (you can use regular milk if you’re not lactose-intolerant, but if you are, you probably already buy lactose-free milk like we do)
  • Onion
  • Bay leaves
  • Ground black pepper
  • Cheese (we buy ours at Costco to save money)
  • Salt
  • Freshly ground black pepper
  • Breadcrumbs (we like to save money and reduce waste by making our own using stale baguette!)

Note: If you’re not worried about lactose, just use the ingredients you would normally buy. I’ve included instructions on making this dish lactose-free for people who might find them useful, but it’s still delicious if you make it using ordinary ingredients, and I used to do so myself before meeting my husband.

What Type of Cheese Should I Use?

As far as the cheese goes, we like to use these blocks of Bergeron Classique:

Block of Bergeron lactose-free cheese.

Bergeron is lactose-free, and because it’s available at Costco, it’s not much more expensive than regular cheese. We use it in pretty much every dish we make that requires melted cheese, including nachos and homemade pizza. It has a very mild flavour that doesn’t overpower the other ingredients, and it melts and broils beautifully.

It’s produced by a Quebec-based company and unfortunately, I’m not sure it’s available outside of Quebec. So if that’s not where you live, you might have to use a different type of cheese.

Cheddar is low in lactose, especially if it’s been aged, and it tends to work well in macaroni and cheese. Just make sure to check the label and if possible, choose one that is advertised as being lactose-free.

Keep in mind that you might have to adjust the amount of salt in the recipe if you use a type of cheese that has a stronger flavour!

How to Make Lactose-Free Mac & Cheese (Step-by-Step)

1. Cook Macaroni

Start by boiling a large pot of salted water. Stir in 3 cups of macaroni (one 450-gram package should be exactly the amount you need!) and cook until al dente. If doubling the recipe, use 6 cups of macaroni, or one 900-gram package.

As long as your pot is large enough, you can boil all of it at the same time, though it might increase the cooking time slightly by reducing the temperature of the water. Cook it according to the instructions on the package, and once the required amount of time has passed, test it by trying a piece to see if it’s ready.

If it’s still a little undercooked, just leave it in for another couple of minutes before draining the pot and rinsing the pasta under cold water.

2. Melt Butter

While the pasta is cooking, melt 2 tablespoons of butter or margarine over medium heat in a large wok or saucepan.

If you’re doubling the recipe to have leftovers or to freeze, follow all the same steps, but double the quantities. There is no need to go through the whole process twice—simply divide the mixture into two casserole dishes once it’s ready to bake.

Just remember to use a work or pot large enough to hold all the ingredients, since you’ll be pouring the macaroni into the sauce when it’s done cooking and you’ll need enough room to stir all the ingredients together!

3. Add Flour

Add 2 tablespoons of flour and stir until smooth.

Butter and melted flour mixture at bottom of wok.

4. Add Milk & Onion

On low heat, stir in one cup of milk, then one chopped onion. Stir until well combined, then add another cup of milk and stir again.

5. Add Seasoning

Add two bay leaves and ¼ teaspoon of ground black pepper.

I also like to add ½ teaspoon of salt, but as previously mentioned, I use a very mild-flavoured cheese, so if that’s not the case for you, you might want to hold off and adjust the salt once all the ingredients are combined.

Milk mixture with seasoning.

6. Let Simmer

Simmer for about 15 minutes, stirring regularly. It should thicken quite a bit.

Thickened macaroni sauce.

7. Grate Cheese

Since there’s not much work involved in stirring the sauce, I usually take this opportunity to grate the cheese.

I used to do it manually—which was time-consuming and often resulted in my grating my fingers, because I am very disaster-prone—until my husband showed me that his food processor came with a grating disk. We use the one pictured below and it’s been a game-changer!

Hamilton Beach Food Processor & Vegetable Chopper…
  • Bowl scraper attachment: Special attachment scrapes the sides of the bowl to keep ingredients close…
  • 10 cup capacity: The generous 10 cup bowl can handle large volumes of foods without having to stop…
  • Large feed chute: Can fit large foods like a whole block of cheese for quick, easy processing and…

Now that I can grate an entire block of cheese in seconds, I would never go back to doing it by hand. And since our food processor won’t start unless its lid is well secured, I’m sure my family is relieved at the lower possibility that I’ll injure myself while cooking. I certainly am!

Grated cheese inside food processor.

8. Add Cooked Macaroni & Grated Cheese

Once the sauce is done simmering, remove the bay leaves and stir in the cooked macaroni along with ⅔ of the cheese—I usually use an entire 500-gram block per recipe.

Cheesy macaroni inside wok.

Taste the mixture and season it with salt (if needed) and freshly ground black pepper. Remove from heat and set aside.

9. Toast Breadcrumbs

In a small frying pan, melt 2 tablespoons of butter or margarine over medium heat. Add ½ cup of breadcrumbs (if yours are store-bought, be sure to check the ingredients for lactose) and cook, stirring constantly, until browned.

Closeup photo of toasted bread crumbs.

Note: Be sure not to take your eyes off it—the breadcrumbs start to burn very quickly, so you’ll want to take the pan off the heat as soon as they reach the desired colour!

Click here to find out how to save money and reduce waste by making your own breadcrumbs using stale baguette!

10. Assemble Casserole

Once the breadcrumbs are toasted, you’re ready to assemble the casserole! Start by pouring the macaroni mixture into a greased 9”x13” casserole dish and even out its surface using a wooden spoon.

Cheesy macaroni inside casserole dish.

Sprinkle the macaroni with the remaining cheese, then top it with the breadcrumbs.

Closeup photo of grated cheese and bread crumbs.

11. Bake in the Oven

Cover the dish with aluminium foil and bake it in the oven for about 20 minutes at 350°F.

To finish it off, remove the aluminium foil and broil for a few minutes, keeping a careful eye on it to make sure it doesn’t burn. Once the cheese is golden, remove the dish from the oven and let it rest for a few minutes before serving.

Macaroni and cheese dish viewed from the top.

Make sure to serve it while it’s hot! Doesn’t that look delicious?

Closeup of macaroni and cheese dish with one portion removed.
Serving spoon with macaroni and cheese, in front of casserole dish.

What’s your favourite macaroni and cheese recipe?

Serving spoon with macaroni and cheese, in front of casserole dish.

Baked Macaroni & Cheese (Lactose-Free!)

The Craft-at-Home Family
This delicious baked macaroni and cheese recipe is so easy to double, and it's made using lactose-free ingredients! Serve it for supper and keep a spare in the freezer for busy weeknights!
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Prep Time 30 minutes
Cook Time 25 minutes
Resting Time 5 minutes
Total Time 1 hour
Course Main Course
Cuisine American
Servings 8
Calories 708 kcal


  • 3 cups (450 g) macaroni
  • 4 tbsp butter or margarine lactose-free
  • 2 tbsp all-purpose flour
  • 2 cups milk lactose-free
  • 1 medium onion diced
  • 2 bay leaves
  • ¼ tsp ground black pepper
  • ¼-½ tsp salt to taste (depending on saltiness of cheese)
  • 500 g grated cheese lactose-free
  • freshly ground black pepper to taste
  • ½ cup bread crumbs


  • Preheat oven to 350°F. Grease a standard 9"x13" casserole dish.
  • Bring a large pot of salted water to a boil. Stir in macaroni and cook until al dente. Drain, rinse under cold water and set aside.
  • Meanwhile, melt 2 tbsp of butter in a large wok or saucepan over medium heat. Add the flour and stir until smooth.
  • On low heat, stir in 1 cup of milk, then the onion. Keep stirring until the milk is well integrated to the mixture, then repeat with the second cup of milk.
  • Add bay leaves, ground black pepper and salt. Simmer for about 15 minutes, stirring regularly.
  • Remove the bay leaves, then stir in the cooked macaroni and 2/3 of the cheese. Season with salt and freshly ground black pepper to taste.
  • In a small frying pan, melt 2 tbsp of butter on medium heat. Add bread crumbs and cook, stirring constantly, until browned. Remove from heat immediately to prevent the bread crumbs from burning.
  • Pour mixture into the greased casserole dish and even out the surface using a wooden spoon. Sprinkle with the remaining cheese, then top with the toasted bread crumbs.
  • Cover with aluminium foil and bake for about 20 minutes. Remove the foil and broil for a few minutes, watching carefully, until the cheese is golden.
  • Remove from oven and let sit a few minutes before serving.


Calories: 708kcalCarbohydrates: 78gProtein: 30gFat: 30gSaturated Fat: 16gCholesterol: 72mgSodium: 608mgPotassium: 379mgFiber: 3gSugar: 7gVitamin A: 978IUVitamin C: 1mgCalcium: 557mgIron: 2mg
Keyword lactose-free, mac and cheese, macaroni and cheese
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The Craft-at-Home Family