Mac and Cheese

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Ultra-creamy with a blend of three cheeses and topped with golden, crispy panko, this homemade mac and cheese is second to none.

mac and cheese in baking dish with serving spoon

Great homemade mac and cheese starts with al dente noodles—the kind with lots of crevices, like elbow macaroni or cavatappi—and a rich sauce made from butter, flour, milk, and heaps of good-quality shredded cheese. The noodles are tossed with the cheesy sauce, spread in a baking dish, topped with crispy breadcrumbs, and baked until bubbling and golden. Since many homemade mac and cheese recipes tend to be a bit dry, I developed this version to be ultra-creamy. The crispy panko and herb topping, inspired by a “fancy” mac and cheese I enjoyed at a restaurant, truly makes the dish!

“I took it to a dinner party last night and it was an absolute hit with all of the adults and children. Gone in minutes and I doubled the recipe!”

K.L.

What You’ll Need To Make Homemade Mac and Cheese

ingredients to make mac and cheese
  • Macaroni, cavatappi, or penne pasta: Elbow macaroni is traditional, but any pasta with lots of nooks and crannies to hold the creamy cheese sauce will work beautifully.
  • Unsalted butter: Creates the base of the roux and adds richness to the sauce; also used to grease the pan.
  • All-purpose flour: Thickens the sauce to give it that perfect creamy texture.
  • Whole milk: The liquid base of the cheese sauce, adding creaminess and richness.
  • Gruyère, extra-sharp Cheddar, and Parmigiano-Reggiano: A combination of these three cheeses adds depth and dimension. Gruyère brings a nutty flavor, Cheddar adds sharpness, and Parmigiano-Reggiano contributes a salty, umami kick.
  • Nutmeg: Adds a subtle warmth and enhances the overall flavor of the cheese sauce.
  • Panko bread crumbs: Gives the topping a nice crunch and golden brown finish.
  • Herbes de Provence or dried thyme: Adds depth of flavor and an herbal note that complements the rich cheese sauce.
  • Jump to the printable recipe for precise measurements

Step-by-Step Instructions

Step 1: Boil the Noodles

Bring a large pot of salted water to a boil. Add the pasta and cook until al dente, or just slightly underdone. (It will continue to cook in the oven so you don’t want it fully cooked.) Drain well and rinse with cold water.

drained noodles in colander

Step 2: Make the Cheese Sauce

Meanwhile, melt 3 tablespoons of the butter in a medium (2-quart) pot over low heat and add the flour. Stir with a whisk until the flour is combined. This mixture is called a roux. Continue cooking, whisking constantly, for 2 minutes. The roux will look foamy.

whisking roux in Dutch oven

While whisking constantly, pour in the milk. Bring to a boil, then reduce the heat to low and cook for a few minutes more, until thickened and smooth. This French “mother sauce” is known as béchamel, or a sauce made from a white roux and milk.

bechamel sauce for mac and cheese

Off the heat, add the Gruyere, Cheddar, 1/4 cup Parmigiano-Reggiano, salt, pepper, and nutmeg.

mac and cheese sauce with cheese and spices added

Whisk until the cheese is completely melted; if necessary, place the pan back over low heat but do not boil. The finished cheese sauce is known as Mornay sauce, or a béchamel sauce to which shredded or grated cheese is added.

mornay sauce for mac and cheese

Step 3: Combine the Noodles with the Sauce

Add the cooked pasta to the sauce.

noodles combined with cheese sauce in Dutch oven

Stir to combine. It will seem way too soupy and creamy – that’s okay, that’s what you want! Pour into a buttered 2-quart baking dish and set aside.

noodles and sauce in baking dish

Step 4: Prepare the Crispy Topping

In a small sauté pan over medium heat, melt the remaining butter and add the panko. Cook, stirring often, until golden brown, and then stir in the herbes de Provence or thyme. This step of browning the panko may seem unnecessary—you’d think it would brown in the oven—but I find it needs a head start on the stove to get really golden and crispy.

golden brown panko topping in skillet

Sprinkle the toasted panko over the pasta and cheese sauce, followed by the remaining 2 tablespoons Parmigiano-Reggiano.

mac and cheese ready to bake

Step 5: Bake

Bake for 25 to 30 minutes, or until bubbly and golden brown.

baked mac and cheese

Serve warm out of the oven and enjoy.

mac and cheese in bowls

Video Tutorial

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Mac and Cheese

Ultra-creamy with a blend of three cheeses and topped with golden, crispy panko, this homemade mac and cheese is second to none.

Servings: 6 to 8
Prep Time: 30 Minutes
Cook Time: 30 Minutes
Total Time: 1 Hour

Ingredients

  • 1 pound (16 ounces) macaroni, cavatappi or penne pasta
  • 1 stick (½ cup) unsalted butter, divided, plus more for greasing the pan
  • ½ cup all-purpose flour
  • 5 cups whole milk
  • 12 ounces Gruyere, shredded (about 4 cups)
  • 8 ounces extra-sharp Cheddar, shredded (about 2 cups)
  • ⅔ cup grated Parmigiano-Reggiano
  • 1 teaspoon salt, plus more for the pasta water
  • ½ teaspoon ground black pepper
  • ¼ teaspoon ground nutmeg
  • 1 cup panko bread crumbs
  • 1 teaspoon herbes de Provence or dried thyme

Instructions

  1. Preheat the oven to 375°F and set an oven rack in the middle position. Grease a 9x13-inch baking dish with butter.
  2. Bring a large pot of salted water to a boil. Add the pasta and cook until al dente, or just slightly underdone. (It will continue to cook in the oven so you don't want it fully cooked.) Drain the pasta and rinse it with cold water.
  3. Meanwhile, melt 6 tablespoons of the butter in a medium pot over low heat. Add the flour and cook for 2 minutes, stirring with a whisk. While whisking, gradually add the milk. Bring to a boil, then reduce the heat to low and cook, uncovered, for a few minutes more, until thickened and smooth. Off the heat, whisk in the Gruyere, Cheddar, ½ cup Parmigiano-Reggiano, salt, pepper, and nutmeg. (If the cheese doesn't fully melt off the heat, it's okay to place the pan back over low heat, but do not let the sauce boil.) Add the cooked pasta and stir well. It will be very soupy; that's good. Pour into the prepared baking dish and set aside.
  4. In a small skillet over medium heat, melt the remaining 2 tablespoons butter. Add the panko and cook, stirring often, until golden brown. Stir in the herbes de Provence or thyme. Sprinkle the toasted panko mixture over the pasta and cheese sauce, followed by the remaining tablespoon Parmigiano-Reggiano. Bake for 30 to 35 minutes, or until bubbly and golden brown.
  5. Note: To reheat leftovers, cover with aluminum foil and warm in a 300°F oven. Do not microwave.
  6. Freezer-Friendly Instructions: This can be frozen unbaked for up to 3 months. When you’re ready to cook it, defrost in the refrigerator for 24 hours, then proceed with the baking instructions in the recipe.

Pair with

Nutrition Information

Powered by Edamam

  • Per serving (8 servings)
  • Calories: 807
  • Fat: 45 g
  • Saturated fat: 26 g
  • Carbohydrates: 62 g
  • Sugar: 10 g
  • Fiber: 2 g
  • Protein: 38 g
  • Sodium: 760 mg
  • Cholesterol: 130 mg

This website is written and produced for informational purposes only. I am not a certified nutritionist and the nutritional data on this site has not been evaluated or approved by a nutritionist or the Food and Drug Administration. Nutritional information is offered as a courtesy and should not be construed as a guarantee. The data is calculated through an online nutritional calculator, Edamam.com. Although I do my best to provide accurate nutritional information, these figures should be considered estimates only. Varying factors such as product types or brands purchased, natural fluctuations in fresh produce, and the way ingredients are processed change the effective nutritional information in any given recipe. Furthermore, different online calculators provide different results depending on their own nutrition fact sources and algorithms. To obtain the most accurate nutritional information in a given recipe, you should calculate the nutritional information with the actual ingredients used in your recipe, using your preferred nutrition calculator.

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Comments

  • I paired this with your amazing fried chicken tenders and your honey mustard dipping sauce and garlic bread and what a hit! Thank you!!!

  • This is the BEST. I’ve been trying to find the perfect, ultra creamy mac and cheese and I have found it! Thank you! My husband and I almost ate the whole pan it was so good. I didn’t follow the cheeses you listed and used what I had on hand instead (gouda, sharp cheddar, parmesan) but I think you could easily change this recipe up with any cheese. I also used preseasoned breadcrumbs which made it quick and easy.

  • First time making any type of home made Mac n cheese. Even this Wisconsin kid is impressed. Didn’t disappoint! Shared with a few friends as well!

    Thanks

  • I have made this recipe many times and it’s always a hit. I’ve also frozen it and reheated as directed and it’s equally delicious. Thanks for the advice not to reheat in the microwave. I did try it once, and you are right! It’s much better to reheat in the oven. (In the rare case there are leftovers!)

  • Jenn,
    What size pan does this recipe use? What size pan is the Emile Henry?
    Thank you!
    CJ

    • Hi CJ, that’s an 11 x 7-inch pan.

  • Hi. I am a huge fan! I have both of your cookbooks and your website is my favorite resource for recipes and learning how to cook.
    I have a question. Can this recipe be doubled and baked in one pan to feed a large crowd?
    Thanks.

    • — Kelly Harrison
    • Reply
    • Yep, the bake time may be a bit longer…and so glad you enjoy the recipes! 🙂

  • I am serving a vegetarian meal. Would you serve mac and cheese with garlic bread made with your recipe?

    Thanks

    • Hi Elizabeth, The mac and cheese and garlic bread sound really carb-heavy, so I would probably go with a salad instead. Hope that helps!

  • Looks delicious! Curious if you can make it without the panko? Feel like the panko may make it too heavy with everything else I plan to serve for Christmas!

    • Sure, it would be fine to omit the panko. Keep in mind that the top of the pasta will get a little crispy.

  • Thanks Jenn!
    I’m sure it will be another Once Upon A Chef recipe the family will love!
    Lynda

  • Hi Jenn,
    The mac and cheese recipe calls for 6 ounces of Gruyere cheese (about 2 cups) but 6 ounces equals approximately 3/4 of a cup. Also calls for 4 ounces of Cheddar (about 1 cup) but 4 ounces equals 1/2 a cup. Wondering which measurements I should use? Thanks, Lynda

    • Hi Lynda, the ounces you see in the recipe refer to weigh,t not volume. So if you were to weigh the Gruyere, it would come out to 6 ounces. Same goes for the cheddar – if you were to weigh what you needed, it would come out to 4 ounces. Hope that clarifies and that you enjoy!

      • Can you just put it in cups instead of ounces. I’m not very good at converting.

        • — Nancy Oliver on December 11, 2023
        • Reply
        • Hi Nancy, the ingredients have the cup equivalents for all three of the cheeses. Hope you enjoy if you make it!

          • — Jenn on December 11, 2023
          • Reply
    • Maybe this will help also……This is an excerpt from the Wisconsin Cheese website on measuring CHEESE accurately: “Weight vs. Volume -If you love cheese as much as we do, you’ll want the most accurate measurements possible. For cheese, that measurement is weight (ounces, grams). But what if your recipe only gives a volumetric measurement like cups, or if you don’t have a food scale? In that case we have some useful rules of thumb for you to follow, depending on the type of cheese you’re using. When it comes to measuring cheeses accurately, it’s all about the type of cheese.
      Soft cheeses are heavier per cup, while hard cheeses are lighter. Here’s what we recommend:
      • Soft or crumbly cheeses (e.g. feta or blue) 1 cup = 6 ounces
      • Semi-hard cheeses (e.g. cheddar or Havarti) 1 cup = 4 ounces
      • Hard cheeses (e.g. parmesan or asiago) 1 cup = 3 ounces

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