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.
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!”
What You’ll Need To Make Homemade 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.
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.
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.
Off the heat, add the Gruyere, Cheddar, 1/4 cup Parmigiano-Reggiano, salt, pepper, and nutmeg.
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.
Step 3: Combine the Noodles with the Sauce
Add the cooked pasta to the sauce.
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.
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.
Sprinkle the toasted panko over the pasta and cheese sauce, followed by the remaining 2 tablespoons Parmigiano-Reggiano.
Step 5: Bake
Bake for 25 to 30 minutes, or until bubbly and golden brown.
Serve warm out of the oven and enjoy.
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.
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
- Preheat the oven to 375°F and set an oven rack in the middle position. Grease a 9x13-inch baking dish with butter.
- 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.
- 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.
- 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.
- Note: To reheat leftovers, cover with aluminum foil and warm in a 300°F oven. Do not microwave.
- 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
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- 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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Jenn, this Mac and Cheese recipe is divine! I make it often for my family. 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! Your recipes are so easy to follow because of your attention to detail in the instructions. Thank you! I am so glad that I stumbled upon your site.
My one and only mac n cheese recipe I need. My family loves when I make it!
Good but not great. Some steps were not necessary and made it heavier than needed – no need to butter the baking pan as the roux/bechamel sauce already has butter, and toasting the panko bread crumbs with butter since the panko already has oil in it. I knew what I was signing up for making a decadent dish but skipping these steps would have been fine for my personal taste 🙂 I also felt like it was bland and lacking in flavor – added paprika to the panko bread crumbs, dash of garlic powder, and peas & hot sauce on top.
Hi Jenn, I plan to make this soon and freeze it for Thanksgiving. The instructions for freezing say make and freeze up to 3 months then bake. Should I wait to put the Panko topping on until right before baking? I really appreciate your notes and make ahead/freeze directions…you don’t miss a thing! 🙂
Hi Sharon, You can freeze with the topping (and so glad you like the recipes)!
could this be heated up in a crock pot? panko could be sprinkled on right before serving it.
Hi Kathleen, I wouldn’t cook this in a crock pot, but I think you could reheat it. And you can sprinkle the panko mixture on top before serving, but it won’t be as crispy as it would be if cooked in the oven. Hope that helps and that you enjoy!
This is the best mac and cheese I’ve ever had. It is so flavourful and the spice added to the topping just adds another dimension of wonderful flavour. It’s sooo creamy too! I made it a day ahead of serving it, put it in the fridge, and baked it the day of a party. When I took it out of the fridge prior to cooking it, it looked kind of solid and as if it would be dry. But it was so creamy and perfect once cooked. People said it was amazing. I say it’s amazing. Thank you so much for this perfect recipe:)
Can I use fresh thyme instead of dried on the topping?
Sure, but you’ll need more. I’d use 1.5 teaspoons. Enjoy!
Can I use any 8 x 8″ or 9 X 9″ square baking dish?
Hi Dorthea, I’d use an 8 x 8-inch dish. Hope you enjoy!
Hi Jenn! You note that you’ve updated this recipe. What is different from the original? ( I made the “original” and it was outstanding! Can’t imagine how it would be improved upon!)
Also, how many days ahead can I make this and refrigerate before baking? Is two days in the fridge too long?
Hi Susanne, I added just over 1/4 cup of Parmigianno-Reggiano, cut back the nutmeg from 1/4 tsp. to 1/8 tsp., called for panko instead of making your own bread crumbs, and added 1/2 tsp. of herbes de Provence. Assembling this up to two days ahead is fine, but I wouldn’t push it any longer than that (and put the bread crumb mixture on top right before baking). Hope that helps!
I used seriously stinky raclette instead of cheddar and it was fabulous. Also I put about 6 oz of chopped cooked spinach in with the pasta and sauce mix which was very welcome. What a great recipe. I especially loved the crispy Panko and Parmesan topping. The only suggestion I have is to also include grams in the recipe because not everybody goes by the ounces system, and it’s hard to measure my butter in tablespoons because it comes in half kilo blocks.
Hi Dianne, Glad this was a hit! And the great majority of my recipes (including this one) include conversions to metric/weight measurements. To view them, scroll down to the recipe, and immediately under the recipe title on the right side, you’ll see a little toggle. If you move it from “cup measures” to metric, you’ll see measurements that will work for you. Hope that helps!