
This creamy baked mac and cheese recipe has been my ultimate comfort food solution for years. The perfect balance of cheesy goodness with a crispy top makes this dish irresistible for both family dinners and potlucks.
I discovered this recipe during a particularly harsh winter when my family was craving something warm and comforting. The first time I served it, there was complete silence at the dinner table except for the happy sounds of spoons scraping plates clean.
Ingredients
- Elbow macaroni the classic shape that holds sauce perfectly in its curves
- Unsalted butter forms the base of our roux for ultimate control over salt content
- All purpose flour works with butter to create the thickening agent for our sauce
- Whole milk provides richness without being too heavy
- Heavy cream adds that luxurious mouthfeel that makes this mac and cheese restaurant quality
- Garlic powder and onion powder add depth of flavor without chunks of aromatics
- Sharp cheddar cheese brings that classic tang and bold flavor every mac and cheese needs
- Mozzarella cheese adds the perfect stretchy cheese pull factor we all love
- Parmesan cheese contributes a nutty complexity and helps with browning
- Panko breadcrumbs optional but highly recommended for that irresistible crunchy topping
Step-by-Step Instructions
- Oven Preparation
- Preheat your oven to 375°F and thoroughly grease a 9x13 baking dish. This temperature is perfect for achieving that golden top while ensuring the inside stays creamy.
- Pasta Preparation
- Boil the elbow macaroni according to package directions but subtract 1 minute from the recommended cooking time. The pasta will continue cooking in the oven, and this ensures it doesn't become mushy. Drain well but do not rinse to preserve the starch that helps bind the sauce.
- Creating the Roux
- In a large saucepan over medium heat, melt the butter completely until it starts to bubble slightly. Sprinkle in the flour gradually while whisking constantly to prevent any lumps. Continue cooking for a full 1 to 2 minutes until the mixture turns slightly golden and smells nutty. This step cooks out the raw flour taste.
- Building the Sauce
- While continuously whisking, slowly pour in the milk and cream in a steady stream. This gradual addition is crucial for a smooth sauce. Keep stirring frequently for about 4 to 5 minutes until the sauce noticeably thickens and coats the back of a spoon. Patience is key here as rushing this step can result in a thin sauce.
- Seasoning
- Add the garlic powder, onion powder, salt, and pepper. Be generous with your seasonings as the pasta will absorb some of the flavor. The sauce should taste slightly stronger than you want the final dish to taste.
- Cheese Integration
- Remove the pan from heat and add the cheeses one handful at a time, stirring well between additions. This prevents the cheese from clumping and creates that perfectly smooth, velvety texture. Make sure all cheese is completely melted before moving to the next step.
- Combining Components
- Add the cooked macaroni to the cheese sauce, folding gently but thoroughly until every piece of pasta is generously coated. The mixture should look glossy and well combined.
- Baking Preparation
- Transfer the mac and cheese mixture into your prepared baking dish, spreading it out evenly. For the optional but recommended topping, mix the panko breadcrumbs with melted butter until evenly moistened, then sprinkle over the top of the macaroni.
- Baking Process
- Bake in the preheated oven for 20 to 25 minutes until the edges are bubbling and the top has turned a beautiful golden brown. The crispy top contrasting with the creamy interior is what makes this recipe special.
- Resting Period
- Allow the mac and cheese to rest for at least 5 minutes before serving. This crucial step lets the sauce set slightly and prevents it from being too runny when served.

The heavy cream might seem indulgent, but it truly makes all the difference in this recipe. I once tried substituting it with more milk to lighten things up, and while still good, it missed that restaurant quality richness that makes this version so special. This is definitely my splurge dish that I make when we need some serious comfort food.
Storage and Reheating
This mac and cheese stays good in the refrigerator for up to 4 days in an airtight container. When reheating, add a splash of milk and cover with foil before warming in a 350°F oven until heated through. For microwave reheating, add a tablespoon of milk, cover with a damp paper towel, and heat in 30 second intervals, stirring between each.
Delicious Variations
You can transform this classic into countless variations by adding mix ins just before baking. Some family favorites include cooked bacon pieces, roasted broccoli florets, caramelized onions, or diced ham. For a spicy kick, add a few dashes of hot sauce or diced jalapeños to the cheese sauce. The versatility of this base recipe is truly unlimited.
Serving Suggestions
While perfect on its own, this baked mac and cheese pairs wonderfully with roasted or grilled meats. My family particularly loves it alongside smoked brisket or a simple roasted chicken. For a complete comfort food experience, serve with a crisp side salad with vinaigrette dressing to cut through the richness.
Make Ahead Instructions
You can fully prepare this dish up to the baking stage, cover tightly with plastic wrap, and refrigerate for up to 2 days. When ready to serve, remove from the refrigerator 30 minutes before baking, add the breadcrumb topping, and bake for an additional 5 to 10 minutes beyond the recommended time since it will be starting cold.

Common Questions
- → Can I make this mac and cheese ahead of time?
Yes! Prepare everything up to the baking step, cover with foil, and refrigerate for up to 2 days. When ready to serve, bake for 30-35 minutes until heated through and bubbly.
- → What cheeses can I substitute in this dish?
While the combination of sharp cheddar, mozzarella, and parmesan creates an ideal flavor and texture, you can substitute with gruyere, fontina, gouda, or monterey jack. Just ensure you maintain the same total cheese quantity for proper sauce consistency.
- → Is the panko topping necessary?
The panko topping is optional but adds a delightful textural contrast to the creamy pasta. For alternatives, try crushed butter crackers, seasoned breadcrumbs, or even crushed potato chips.
- → How can I make this mac and cheese spicier?
For heat, add 1/4 to 1/2 teaspoon of cayenne pepper to the sauce, mix in diced jalapeños, or add a few dashes of hot sauce. You could also include pepper jack cheese as part of your cheese blend.
- → What's the best way to reheat leftovers?
For best results, reheat in a 350°F oven, covered with foil, for 15-20 minutes. Add a splash of milk before reheating to restore creaminess. Microwave reheating works too, but stir halfway through for even heating.
- → Can I freeze this baked mac and cheese?
Yes, it freezes well for up to 3 months. Prepare through assembly, but don't bake. Cover tightly with foil and freeze. Thaw overnight in the refrigerator before baking as directed, adding 10-15 minutes to the baking time.