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The Ultimate Creamy Baked Mac and Cheese with Crispy Panko Topping

A thick slice of creamy baked mac and cheese recipe with a golden, crispy breadcrumb topping.

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This is the best homemade mac and cheese recipe you will ever make. It features a rich, velvety cheese sauce for a creamy interior and a golden, crunchy panko topping for perfect texture contrast. This classic comfort food pasta bake is easy enough for a weeknight dinner but special enough for the holidays.

Ingredients

Scale
  • 1 pound elbow macaroni
  • 6 tablespoons unsalted butter
  • 1/2 cup all-purpose flour
  • 4 cups whole milk, warmed
  • 1 teaspoon salt
  • 1/2 teaspoon black pepper
  • 1/4 teaspoon ground nutmeg
  • 1/4 teaspoon cayenne pepper
  • 4 cups (about 16 ounces) sharp cheddar cheese, freshly grated
  • 1 cup Gruyere cheese, freshly grated
  • 1/2 cup American cheese, cubed (for extra creaminess)
  • 1 cup panko breadcrumbs
  • 2 tablespoons melted butter (for topping)

Instructions

  1. Preheat your oven to 375 degrees Fahrenheit. Lightly grease a 9×13 inch baking dish.
  2. Cook the macaroni according to package directions until al dente. Drain well and set aside.
  3. While the pasta cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt 6 tablespoons of butter over medium heat.
  4. Whisk in the flour and cook for 1 minute, stirring constantly, to create a roux. Do not let it brown.
  5. Gradually whisk in the warm milk until the mixture is smooth. Continue cooking, stirring often, until the sauce thickens enough to coat the back of a spoon, about 8 to 10 minutes. Do not boil.
  6. Remove the saucepan from the heat. Stir in the salt, pepper, nutmeg, and cayenne pepper.
  7. Add the grated cheddar, Gruyere, and American cheeses to the sauce. Stir until the cheeses are completely melted and the sauce is smooth and creamy.
  8. Fold the cooked, drained macaroni into the cheese sauce until everything is evenly coated.
  9. Pour the macaroni mixture into the prepared baking dish.
  10. In a small bowl, toss the panko breadcrumbs with 2 tablespoons of melted butter. Sprinkle the buttered panko evenly over the top of the macaroni.
  11. Bake for 20 to 25 minutes, or until the sauce is bubbly and the topping is golden brown and crisp.
  12. Let the baked mac and cheese rest for 5 to 10 minutes before serving.

Notes

  • For the best flavor and melt, always grate your cheese from a block rather than using pre-shredded varieties. Pre-shredded cheese contains anti-caking agents that prevent a perfectly smooth sauce.
  • If you prefer a Southern style baked mac and cheese, you can substitute the panko topping with a mixture of crushed crackers or simply skip the topping and add an extra 1/2 cup of shredded cheese on top before baking.
  • To make this recipe even easier for a weeknight dinner, you can prepare the sauce and assemble the dish up to 24 hours ahead. Cover and refrigerate, then add 10 minutes to the baking time if baking straight from the refrigerator.

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