Quick Recipe Version (TL;DR)
Quick Ingredients
- 1 lb (454 g) elbow macaroni
- 6 tbsp (85 g) unsalted butter, divided
- 1/3 cup (40 g) all-purpose flour
- 3 1/2 cups (840 ml) whole milk, warmed
- 1/2 cup (120 ml) heavy cream
- 1 1/2 tsp kosher salt, plus more for pasta water
- 1/2 tsp black pepper
- 1 tsp Dijon mustard
- 1/2 tsp garlic powder
- 1/2 tsp smoked paprika
- 12 oz (340 g) sharp cheddar, shredded
- 8 oz (225 g) Monterey Jack or Gouda, shredded
- 1 cup (50 g) panko breadcrumbs
- 1/4 cup (25 g) grated Parmesan
- Optional: 8 slices bacon, cooked and crumbled
- Optional: 1–2 jalapeños, seeded and finely diced
Do This
- 1. Heat oven to 375°F (190°C). Butter a 9 x 13-inch baking dish.
- 2. Boil macaroni in salted water until just al dente (about 6–7 minutes). Drain.
- 3. Make cheese sauce: melt 4 tbsp butter, whisk in flour 1 minute, whisk in milk + cream; simmer until thick (4–6 minutes). Season and melt in cheeses.
- 4. Stir pasta into sauce (plus bacon/jalapeño if using). Spread in dish.
- 5. Mix panko + Parmesan + 2 tbsp melted butter; sprinkle on top.
- 6. Bake 20 minutes, then bake 10–12 minutes more until bubbly and browned (broil 1–2 minutes if needed).
- 7. Rest 10 minutes, then scoop and serve.
Why You’ll Love This Recipe
- Ultra-creamy, not greasy: A simple roux-based sauce keeps the cheese smooth and velvety.
- Perfect contrast: Tender pasta and rich sauce under a crisp, browned panko crust.
- Crowd-friendly: Makes a full 9 x 13-inch pan that travels well for potlucks and holidays.
- Easy upgrades: Add bacon and jalapeño for a bold, savory, lightly spicy twist.
Grocery List
- Produce: 1–2 jalapeños (optional), 2 tbsp chopped parsley (optional garnish)
- Dairy: Unsalted butter, whole milk, heavy cream, sharp cheddar cheese, Monterey Jack or Gouda, Parmesan
- Pantry: Elbow macaroni, all-purpose flour, panko breadcrumbs, Dijon mustard, kosher salt, black pepper, garlic powder, smoked paprika
- Meat (optional): Bacon
Full Ingredients
Pasta
- 1 lb (454 g) elbow macaroni
- 1 tbsp kosher salt (for salting the pasta water)
Creamy Cheese Sauce
- 4 tbsp (57 g) unsalted butter
- 1/3 cup (40 g) all-purpose flour
- 3 1/2 cups (840 ml) whole milk, warmed (warm to the touch, not boiling)
- 1/2 cup (120 ml) heavy cream
- 1 1/2 tsp kosher salt
- 1/2 tsp freshly ground black pepper
- 1 tsp Dijon mustard
- 1/2 tsp garlic powder
- 1/2 tsp smoked paprika
- 12 oz (340 g) sharp cheddar cheese, shredded (about 3 packed cups)
- 8 oz (225 g) Monterey Jack or Gouda, shredded (about 2 packed cups)
Optional Crowd-Pleasing Upgrades
- 8 slices bacon, cooked until crisp and crumbled (about 3/4 cup crumbles)
- 1–2 jalapeños, seeded and finely diced (1 for mild heat, 2 for medium)
Browned Breadcrumb Topping
- 1 cup (50 g) panko breadcrumbs
- 2 tbsp (28 g) unsalted butter, melted
- 1/4 cup (25 g) grated Parmesan cheese
- Optional: 2 tbsp chopped fresh parsley (for a fresh finish)
Step-by-Step Instructions
Step 1: Prep the oven and baking dish
Position a rack in the center of the oven and preheat to 375°F (190°C). Generously butter a 9 x 13-inch baking dish (or spray with nonstick cooking spray). Set aside.
Step 2: Cook the macaroni just to al dente
Bring a large pot of water to a rolling boil. Add 1 tbsp kosher salt, then add the 1 lb elbow macaroni. Cook until just al dente, about 6–7 minutes (it should still have a little bite since it will finish baking).
Drain well. Do not rinse; the light starch on the pasta helps the sauce cling.
Step 3: Make the roux (the secret to a smooth, creamy sauce)
In a large saucepan or Dutch oven over medium heat, melt 4 tbsp (57 g) butter. Sprinkle in 1/3 cup (40 g) flour while whisking constantly. Cook, whisking, for 1 minute to remove the raw flour taste. The mixture should look like a smooth paste.
Step 4: Whisk in milk and thicken the base
Slowly pour in the 3 1/2 cups warmed milk, whisking continuously to prevent lumps. Whisk in the 1/2 cup heavy cream. Increase heat slightly to medium-high and bring to a gentle simmer, then reduce to medium.
Cook, whisking often, until the sauce thickens enough to coat the back of a spoon, about 4–6 minutes.
Step 5: Season and melt in the cheeses
Turn heat down to low. Whisk in 1 1/2 tsp kosher salt, 1/2 tsp black pepper, 1 tsp Dijon mustard, 1/2 tsp garlic powder, and 1/2 tsp smoked paprika.
Add the shredded cheeses a handful at a time: 12 oz sharp cheddar and 8 oz Monterey Jack or Gouda. Stir gently until fully melted and silky before adding more. (Keep the heat low so the sauce stays smooth.)
Step 6: Combine pasta and sauce (and add the upgrades)
Add the drained macaroni to the cheese sauce and stir until every piece is coated.
If using, fold in the crumbled bacon and diced jalapeño. Taste and adjust seasoning if needed (different cheeses vary in saltiness).
Step 7: Top with buttery breadcrumbs
Pour the mac and cheese into the prepared baking dish and spread into an even layer.
In a small bowl, combine 1 cup panko, 1/4 cup grated Parmesan, and 2 tbsp melted butter until the crumbs look evenly moistened. Sprinkle the mixture evenly over the top.
Step 8: Bake until bubbly and browned
Bake uncovered at 375°F (190°C) for 30–32 minutes, or until the edges are bubbling and the topping is browned.
If you want a deeper golden crust, switch the oven to broil for 1–2 minutes at the end. Stay close and watch carefully; panko can go from golden to burnt quickly.
Let the casserole rest for 10 minutes before serving so it sets up into creamy, scoopable portions. Sprinkle with chopped parsley if you like.
Pro Tips
- Shred your own cheese: Pre-shredded cheese often contains anti-caking agents that can make the sauce less smooth. A box grater works great.
- Warm the milk: Warm milk incorporates into the roux faster and helps prevent lumps.
- Don’t overcook the pasta: Stop at al dente. Baked mac and cheese should be tender, not mushy.
- Keep cheese heat low: High heat can cause the sauce to separate or turn grainy. Low and slow is the move.
- Broil strategically: If your sauce is bubbly but the top isn’t browned, a quick broil gives you that perfect crust without drying out the casserole.
Variations
- Smoky Gouda version: Use smoked Gouda for the “melty cheese” and add an extra 1/4 tsp smoked paprika for deeper flavor.
- Buffalo chicken mac: Stir in 2 cups shredded cooked chicken and 1/3 cup Buffalo sauce. Swap jalapeño for 2 tbsp sliced scallions.
- Broccoli cheddar bake: Fold in 3 cups small broccoli florets (steam or microwave until crisp-tender first) for a classic combo.
Storage & Make-Ahead
Refrigerate: Cool completely, cover tightly, and refrigerate for up to 4 days.
Reheat: For best texture, reheat covered in a 350°F (175°C) oven for 20–25 minutes (add 1–2 tbsp milk drizzled over the top if it looks dry). Individual portions reheat well in the microwave in 60–90 second bursts, stirring between bursts.
Make-ahead (recommended method): Assemble the casserole without the breadcrumb topping, cover, and refrigerate up to 24 hours. Before baking, let it sit at room temperature for 30 minutes, add the breadcrumb topping, then bake at 375°F (190°C) for 35–40 minutes (a chilled casserole takes a bit longer).
Freeze: Freeze tightly wrapped for up to 2 months. Thaw overnight in the fridge, add fresh breadcrumb topping, and bake at 375°F (190°C) for 35–45 minutes until hot and bubbly.
Nutrition (per serving)
Approximate, based on 12 servings (without bacon/jalapeño): 520 calories, 25 g protein, 36 g carbs, 31 g fat, 18 g saturated fat, 980 mg sodium, 2 g fiber, 6 g sugar.
