Quick Recipe Version (TL;DR)
Quick Ingredients
- 1 lb (454 g) elbow macaroni + 2 tbsp kosher salt for water
- 9 tbsp unsalted butter, divided
- 6 tbsp (48 g) all-purpose flour
- 4 cups (960 ml) whole milk, warmed
- 12 oz (340 g) sharp cheddar, grated
- 6 oz (170 g) Gruyère, grated
- 1 tsp Dijon mustard
- 1/2 tsp sweet paprika + pinch cayenne (optional)
- 1 tsp kosher salt, 1/2 tsp black pepper
- 1 cup (50 g) panko breadcrumbs
- Chopped chives or parsley, for garnish (optional)
Do This
- 1. Heat oven to 375°F (190°C). Butter a 9×13-inch (3-qt) baking dish. Warm milk.
- 2. Boil macaroni in well-salted water until 1–2 minutes shy of al dente; drain.
- 3. Toast 1 cup panko in 3 tbsp butter with a pinch of paprika and salt until golden; set aside.
- 4. Make roux: melt 6 tbsp butter, whisk in 6 tbsp flour; cook 2 minutes.
- 5. Whisk in 4 cups warm milk gradually; simmer until thick. Season with mustard, paprika, salt, pepper, cayenne.
- 6. Off heat, melt in cheddar and Gruyère. Fold in pasta, transfer to dish, top with crumbs, bake 18–22 minutes until bubbling and deeply golden. Rest 5 minutes; garnish.
Why You’ll Love This Recipe
- Ultra-creamy cheddar–Gruyère sauce with a subtle lift of Dijon and paprika.
- Guaranteed crunch: pre-toasted buttery crumbs that stay crisp after baking.
- Foolproof technique with clear timing so the pasta stays perfectly tender.
- Make-ahead friendly for weeknights, potlucks, or holidays.
Grocery List
- Produce: Fresh chives or flat-leaf parsley (optional)
- Dairy: Unsalted butter, whole milk, sharp cheddar, Gruyère
- Pantry: Elbow macaroni, panko breadcrumbs, all-purpose flour, Dijon mustard, sweet paprika, cayenne (optional), kosher salt, black pepper
Full Ingredients
Pasta & Cheese Sauce
- 1 lb (454 g) elbow macaroni
- 2 tbsp kosher salt (for the pasta water)
- 6 tbsp (85 g) unsalted butter
- 6 tbsp (48 g) all-purpose flour
- 4 cups (960 ml) whole milk, warmed
- 12 oz (340 g) sharp cheddar, freshly grated
- 6 oz (170 g) Gruyère, freshly grated
- 1 tsp Dijon mustard
- 1/2 tsp sweet paprika
- 1/8 tsp cayenne pepper (optional)
- 1 tsp kosher salt, or to taste
- 1/2 tsp freshly ground black pepper
Buttery Toasted Crumbs
- 3 tbsp (43 g) unsalted butter
- 1 cup (50 g) panko breadcrumbs
- 1/4 tsp sweet paprika
- Pinch kosher salt
For Baking & Garnish
- 1 tsp butter or neutral oil to grease the baking dish
- 2 tbsp finely chopped chives or parsley (optional)

Step-by-Step Instructions
Step 1: Heat the oven and prep the dish
Preheat the oven to 375°F (190°C). Grease a 9×13-inch (3-quart) baking dish with butter or oil. Warm the milk in a small saucepan over low heat or in the microwave until just steamy—warm milk helps you get a silky, lump-free sauce.
Step 2: Cook the pasta just shy of al dente
Bring a large pot of water to a rolling boil and add 2 tablespoons kosher salt. Cook the elbow macaroni 1–2 minutes less than package directions so it stays firm after baking. Reserve 1/2 cup pasta water (optional), then drain well.
Step 3: Make buttery toasted crumbs
In a skillet over medium heat, melt 3 tablespoons butter. Add panko, 1/4 teaspoon paprika, and a pinch of salt. Stir constantly until the crumbs turn light golden, 3–4 minutes. Transfer to a bowl so they don’t over-brown.
Step 4: Start a smooth roux
In a medium pot or Dutch oven, melt 6 tablespoons butter over medium heat. Sprinkle in the flour and whisk until a foamy paste forms. Cook, whisking, for 2 minutes to remove the raw flour taste—do not let it brown.
Step 5: Whisk in milk to make béchamel
Slowly add the warm milk in several additions, whisking constantly to keep the sauce smooth. Bring to a gentle simmer and cook, whisking often, until thick enough to coat the back of a spoon, 4–6 minutes. Whisk in Dijon, 1/2 teaspoon paprika, cayenne if using, 1 teaspoon kosher salt, and 1/2 teaspoon black pepper.
Step 6: Melt in the cheeses
Reduce heat to low and add the grated cheddar and Gruyère in small handfuls, stirring until each addition melts before adding more. The sauce should be glossy and pourable; if very thick, loosen with a splash of the reserved pasta water or a bit more warm milk. Taste and adjust seasoning.
Step 7: Assemble and bake
Fold the drained pasta into the cheese sauce until evenly coated. Scrape into the prepared baking dish and spread in an even layer. Sprinkle the toasted crumbs evenly over the top. Bake, uncovered, until bubbling around the edges and the crumbs are deep golden, 18–22 minutes. For extra color, broil 1–2 minutes, watching closely. Rest 5 minutes, garnish with chives or parsley, and serve.
Pro Tips
- Grate cheese from blocks—pre-shredded cheese contains anti-caking agents that resist melting smoothly.
- Undercook the pasta slightly; it will finish in the oven and stay pleasantly firm.
- Warm milk prevents lumps and speeds the sauce’s thickening.
- Pre-toasting the crumbs guarantees crunch that won’t go soggy on top of the casserole.
- If reheating, stir in a splash of milk to bring the sauce back to creamy.
Variations
- Smoky Bacon-Jalapeño: Stir 6 slices crisped, chopped bacon and 1 minced jalapeño (sautéed) into the sauced pasta; use 1/2 tsp smoked paprika.
- Broccoli or Peas: Add 2 cups small broccoli florets or 1 1/2 cups peas to the pasta water for the last 2 minutes of boiling.
- Mushroom & Truffle: Sauté 8 oz sliced cremini with 1 tsp thyme in butter; fold into the pasta and finish with 1–2 tsp truffle oil.
Storage & Make-Ahead
Refrigerate leftovers in an airtight container up to 4 days. Reheat covered at 350°F (177°C) for 15–20 minutes (add a splash of milk to loosen), then uncover for 5 minutes to re-crisp crumbs. Freeze baked or unbaked (without crumbs on top) up to 2 months; thaw overnight, top with fresh crumbs, and bake at 375°F (190°C) until hot and bubbling. Make-ahead: assemble through saucing the pasta, cool, cover, and refrigerate up to 24 hours. Add crumbs just before baking and add 10–15 minutes to the bake time from cold.
Nutrition (per serving)
Approximate: 720 calories; 35 g fat; 64 g carbohydrates; 34 g protein; 1,050 mg sodium. Values will vary based on brands and any add-ins.

