
Most baked mac and cheese recipes either come out dry or fall apart when you scoop them. This one does not. The sauce is built properly from a roux, thickened with a mix of cheddar, gruyere, and cream cheese, and finished with a panko topping that crisps up in the oven rather than just sitting there. The whole thing takes under an hour. It feeds a crowd and holds together the way it should.

- 16 oz elbow macaroni
- 6 tbsp unsalted butter
- 6 tbsp all-purpose flour
- 3 cups whole milk, warmed
- 1 cup heavy cream
- 2 cups sharp cheddar, freshly shredded
- 1 cup gruyere, freshly shredded
- 4 oz cream cheese, softened
- 1 tsp Dijon mustard
- 1 tsp garlic powder
- 1/2 tsp onion powder
- 1/2 tsp smoked paprika
- 1 tsp salt
- 1/2 tsp black pepper
- 1 cup panko breadcrumbs
- 2 tbsp melted butter
- 1/2 cup sharp cheddar, shredded
- Large pot for boiling pasta
- Large saucepan or Dutch oven
- Whisk
- Box grater
- 9x13 inch baking dish
- Measuring cups and spoons
- Silicone spatula or wooden spoon
- Small bowl for the topping

- Boil pasta until just underdone and drain.
- Cook a butter and flour roux, then build the sauce with milk, cream, and three cheeses.
- Mix pasta into the sauce and transfer to the baking dish.
- Top with buttered panko and a layer of shredded cheddar.
- Bake at 375 degrees F until golden on top and bubbling at the edges.

- Heat your oven to 375 degrees F. Grease a 9x13 inch baking dish and set it aside.
- Bring a large pot of salted water to a boil. Cook the elbow macaroni for 1 minute less than the package says. You want it slightly underdone. Drain and leave it in the colander. Do not rinse.
- Melt the butter in a large saucepan over medium heat. Add the flour and whisk constantly for 2 full minutes. The mixture should turn light gold and smell slightly nutty. If it still smells raw, keep whisking.
- Pour in the warmed milk in a slow, steady stream while whisking the whole time. Add the heavy cream once all the milk is incorporated. Cook for 5 to 7 minutes, stirring often, until the sauce is thick enough to coat the back of a spoon. Reduce the heat to low.
- Stir in the cream cheese first and let it melt fully before moving on. Add the shredded cheddar and gruyere in two batches, stirring between each addition until the sauce is completely smooth.
- Stir in the Dijon mustard, garlic powder, onion powder, smoked paprika, salt, and black pepper. Taste and adjust the salt if needed.
- Add the drained pasta to the sauce and stir until every piece is coated. Pour into the prepared baking dish and spread into an even layer.
- Mix the panko with the melted butter and a pinch of salt in a small bowl. Scatter it evenly over the pasta. Sprinkle the remaining shredded cheddar on top.
- Bake uncovered for 25 to 30 minutes until the top is deep golden and the edges are actively bubbling. Let it rest for 5 minutes before serving.
- Shred the cheese yourself. Bagged shredded cheese has an anti-caking coating that stops it from melting into a smooth sauce.
- Pull the pasta from the water a minute early. It keeps cooking in the oven and overdone pasta turns the whole dish soft and gummy.
- Warm the milk before adding it to the roux. Cold milk cools down the pan too quickly and causes lumps.
- Keep the heat low when you melt the cheese in. High heat separates the fat from the protein and the sauce turns grainy.
- Let it rest 5 minutes after baking. The sauce firms up and the dish holds together when you serve it.
- Using store-bought pre-shredded cheese. The coating on it prevents smooth melting.
- Rushing the roux. Two full minutes of cooking matters. Undercooked flour leaves a starchy, flat taste in the final sauce.
- Cooking the pasta all the way through before baking. It finishes in the oven. Start it underdone.
- Adding all the milk at once. Pour it in a slow stream while you whisk, not all at once, or you will end up with a lumpy sauce.
- Cutting into the dish straight from the oven. Give it 5 minutes to rest or the sauce will run out of the dish.
- Cheese options: Colby Jack, Fontina, Monterey Jack, and smoked gouda all melt well in this recipe.
- Add protein: Stir cooked crumbled bacon, diced ham, pulled pork, or lobster chunks into the sauce before baking.
- Make it spicy: A pinch of cayenne or a few dashes of hot sauce added to the sauce works well without overpowering the cheese.
- Gluten-free: Use gluten-free pasta and a 1:1 gluten-free flour blend for the roux.
- Topping swap: Crushed Ritz crackers, cornflakes, or pretzels all give a solid crust if you do not have panko on hand.
- Pulled pork or BBQ ribs
- A green salad with a sharp vinaigrette to cut through the richness
- Roasted broccoli or steamed green beans
- Garlic bread or soft dinner rolls
- Coleslaw for a cookout or casual spread
- Fridge: Keep leftovers covered for up to 4 days.
- Freezer: Cool the dish completely first, then freeze in an airtight container for up to 2 months.
- Oven: Cover with foil and heat at 325 degrees F for 20 minutes. Pull the foil for the last 5 minutes to bring back the crust.
- Stovetop: Add a small splash of milk and warm over low heat, stirring until smooth and heated through.
- Microwave: Use medium power in 60-second bursts. Stir between each round. High heat dries it out fast.

Yes. Assemble the dish without the breadcrumb topping, cover, and refrigerate for up to 24 hours. Add the topping right before baking and give it about 10 extra minutes in the oven since it is starting cold.
The heat was too high when you added the cheese, or you used pre-shredded bagged cheese. Always shred fresh and add the cheese over low heat, not medium or high.
Yes. Cavatappi, shells, rotini, and penne all hold the sauce well. Avoid thin pasta like spaghetti. It cannot carry a thick cheese sauce.
No. It adds a nutty depth to the sauce, but Fontina, Colby Jack, or simply all cheddar works. The dish will still be rich and cheesy.
It needs moisture added back in. A splash of milk before reheating and low, gentle heat keeps it from drying out.
Yes. Use two 9x13 pans and bake them on separate racks. Rotate them halfway through. The bake time stays roughly the same.
- One 9x13 pan serves 8 to 10 as a side dish or about 6 as a main.
- The sauce will look slightly loose when you pour it into the dish. That is normal. It firms up in the oven.
- For a darker crust, switch to broil for the last 2 to 3 minutes. Stay in the kitchen and watch it closely.
- Cream cheese should be at room temperature before you start. Cold cream cheese takes much longer to melt and can leave lumps in the sauce.
- If making ahead, assemble everything except the breadcrumb topping. Add the topping right before baking and add about 10 extra minutes to account for the dish going in cold.
This baked mac and cheese recipe is straightforward, consistent, and genuinely good. Once you make it with a proper roux and freshly shredded cheese, it is hard to go back to anything else. Keep the recipe saved. It will come up more than once.