Baked Macaroni and Cheese

Baked Macaroni and Cheese

The Spruce / Nyssa Tanner

Prep: 25 mins
Cook: 35 mins
Total: 60 mins
Servings: 6 to 8 servings
Nutrition Facts (per serving)
921 Calories
53g Fat
68g Carbs
42g Protein
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Nutrition Facts
Servings: 6 to 8
Amount per serving
Calories 921
% Daily Value*
Total Fat 53g 68%
Saturated Fat 31g 154%
Cholesterol 160mg 53%
Sodium 1432mg 62%
Total Carbohydrate 68g 25%
Dietary Fiber 4g 13%
Total Sugars 11g
Protein 42g
Vitamin C 0mg 1%
Calcium 1142mg 88%
Iron 4mg 20%
Potassium 447mg 10%
*The % Daily Value (DV) tells you how much a nutrient in a food serving contributes to a daily diet. 2,000 calories a day is used for general nutrition advice.
(Nutrition information is calculated using an ingredient database and should be considered an estimate.)

This homemade macaroni and cheese is a great alternative to the boxed version—and you can pronounce all of the ingredients. Laced with a blend of cheeses and enriched with milk and cream, even grown-up guests tend to sigh with pleasure while looking at it.

The browned panko crust sits atop a bubbling casserole of cavatelli pasta nestled in a sauce fragrant with a mixture of Gruyère and cheddar cheeses. Although you can call it macaroni and cheese, the actual pasta shape is up for grabs.

It’s hard to think of a single dish with more universal kid appeal, and many kids like boxed macaroni and cheese, but this version will tempt them away from it.

The Dijon mustard and red pepper flakes give the macaroni and cheese a little kick, a little edge, and save the dish from being too intensely rich and creamy (not that there’s anything wrong with that).


For the Panko Topping:

  • 3 tablespoons unsalted butter

  • 3 cups panko breadcrumbs

  • 1/2 cup freshly grated Parmesan cheese

For the Pasta and Cheese Sauce:

  • 4 tablespoons unsalted butter, plus more for greasing baking dish

  • 4 tablespoons all-purpose flour

  • 1/2 teaspoon red pepper flakes, optional

  • 4 1/2 cups milk

  • 1 cup heavy whipping cream

  • 5 cups grated cheddar cheese, or Gruyère or a mix

  • 1/2 cup freshly grated Parmesan cheese

  • 4 teaspoons Dijon mustard

  • 1 1/2 teaspoons kosher salt, plus more to taste

  • 1/2 teaspoon freshly ground black pepper, plus more to taste

  • 24 ounces dried cavatelli, or ziti, penne, or any short pasta

Steps to Make It

Prepare the Panko Topping

  1. Gather the ingredients.

    breadcrumb ingredients

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  2. In a small saucepan over low heat, melt 3 tablespoons butter. Or place it in a medium-size microwave-safe dish and heat until melted, about 15 seconds.

    melted butter in a saucepan

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  3. Add panko and Parmesan to melted butter and stir until well combined. Set panko topping aside.

    breadcrumb mixture in a bowl

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Make the Pasta and Sauce

  1. Gather the ingredients.

    macaroni and cheese ingredients

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  2. Bring a large pot of water to a boil and salt it generously.

    water in a pot

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  3. Meanwhile, in a large heavy saucepan over medium heat, melt remaining 4 tablespoons butter. Whisk in flour and red pepper flakes, if using. Cook, stirring, until flour is blond in color, about 4 minutes.

    butter, flour and red pepper flakes in a saucepan whisked together

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  4. Gradually whisk in milk. Increase heat to medium-high and let sauce come to a simmer, whisking frequently. Reduce heat to medium-low and let sauce simmer for about 5 minutes or until it starts to thicken.

    milk added to the flour mixture in the saucepan

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  5. Add cream, grated cheese, Parmesan, mustard, salt, and black pepper, stirring until everything is smooth. Taste for seasoning, adding more salt and/or black pepper as necessary.

    cream, grated cheese, Parmesan, mustard, salt, and black pepper added to the sauce in the saucepan

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  6. Add pasta to boiling water and cook until barely al dente (follow package directions, but stop a minute or two before pasta is completely tender). Set aside 1 cup of pasta cooking water, then drain pasta.

    pasta in a colander

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  7. Whisk reserved pasta cooking water into cheese sauce, combining it thoroughly.

    pasta water added to the cheese sauce in the saucepan

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  8. Add pasta to cheese sauce and stir to combine.

    pasta combined with cheese sauce in a saucepan

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Assemble and Bake the Mac and Cheese

  1. Heat oven to 400 F. Butter a shallow 4-quart baking dish.

    greased baking dish

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  2. Spoon pasta mixture into prepared baking dish. There will appear to be a lot of sauce, but not to worry. Some of it will be absorbed into pasta as it cooks, and saucy is better than dry.

    macaroni and cheese inside a greased baking dish

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  3. Place baking dish on a sheet pan to catch any drips and sprinkle panko topping evenly over pasta. Bake until golden and bubbling, 30 to 40 minutes.

    breadcrumbs on top of the macaroni and cheese mixture in the baking dish

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  4. Remove pasta from oven. Let sit for a few minutes. Serve hot.

    Baked Macaroni and Cheese in a baking dish

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Cheeses to Use for Mac and Cheese

Some good basic cheeses to start with are sharp or extra-sharp cheddar, Gruyère, Swiss, manchego, and fontina, or any combination of these. If you have some small pieces of softer cheeses, like brie or fresh, mild goat cheese, lingering about, use them. Remove all rinds you wouldn’t want to see floating around in your mac and cheese and, unless you really know your audience, stay away from very potent cheeses like blue cheese or smoked cheese or anything particularly stinky.