Save I was standing in my kitchen on a rainy Tuesday when I realized I had everything I needed to make real macaroni and cheese from scratch. No box, no powder packet—just butter, flour, milk, and more cheese than seemed reasonable. The first bite, straight from the oven with that crackling breadcrumb top, made me wonder why I'd ever settled for anything less. Now it's the dish I make when I need to feed a crowd or just want to feel like I'm wrapping everyone in a warm blanket.
The first time I brought this to a potluck, someone asked if I'd ordered it from a restaurant. I laughed and said no, but privately I felt proud—because this is the kind of mac and cheese that makes people lean back in their chairs and go quiet for a moment. My neighbor once told me she'd been making the boxed kind for thirty years until she tried this, and now she can't go back. I get that.
Ingredients
- Elbow macaroni: The shape holds onto the sauce in all those little curves, and cooking it just shy of done prevents it from turning mushy in the oven.
- Unsalted butter: I learned to use unsalted so I could control the salt level myself after once making a batch that tasted like the ocean.
- All-purpose flour: This is what thickens the sauce into something luscious instead of soupy, and whisking it with the butter creates a base that won't clump.
- Whole milk, warmed: Cold milk shocked my roux once and left me with lumps I couldn't whisk out—warming it first makes everything blend like silk.
- Dijon mustard: Just a teaspoon wakes up the cheese without making the dish taste like mustard, adding a subtle sharpness I didn't know was missing until I tried it.
- Garlic powder and onion powder: These add depth without the risk of burnt bits, and they dissolve right into the sauce.
- Salt and black pepper: Simple, but necessary to make all the other flavors bloom instead of hiding.
- Sharp cheddar cheese: The star of the show—it melts smoothly and has enough tang to keep things interesting.
- Gruyère cheese: This adds a nutty, slightly sweet note that makes people ask what your secret is, though more cheddar works if you can't find it.
- Panko breadcrumbs: They stay crispier than regular breadcrumbs and give you that restaurant-quality crunch on top.
- Parmesan cheese: Optional, but it adds a salty, umami boost to the topping that I never skip anymore.
Instructions
- Prep your dish and preheat:
- Turn the oven to 180°C and grease your baking dish so nothing sticks later. I use butter because it adds a little extra richness to the edges.
- Cook the pasta:
- Boil the macaroni in well-salted water until it's just barely tender, then drain it fast. Undercooking it slightly means it won't turn to mush when it bakes.
- Make the roux:
- Melt the butter in a saucepan and whisk in the flour, stirring constantly until it smells toasty and turns pale gold. This step is quick but crucial—don't walk away.
- Build the sauce:
- Pour in the warm milk slowly, whisking the whole time to keep lumps from forming. Keep stirring until the sauce thickens enough to coat the back of a spoon.
- Season and add cheese:
- Off the heat, stir in the mustard, garlic powder, onion powder, salt, and pepper, then add both cheeses. Stir until everything melts into a glossy, smooth sauce.
- Combine pasta and sauce:
- Fold the drained macaroni into the cheese sauce, making sure every piece gets coated. It should look almost too saucy—it will thicken as it bakes.
- Transfer to the dish:
- Pour everything into your greased baking dish and spread it out evenly. The sauce will bubble up around the edges in the oven.
- Top with breadcrumbs:
- Mix the panko with melted butter and Parmesan, then scatter it over the top. This is what gives you that golden, crunchy crust.
- Bake until golden:
- Slide the dish into the oven and bake until the top is crisp and the sauce is bubbling at the edges. Let it rest for five minutes before serving so it sets up just enough to scoop cleanly.
Save One winter evening, I made this for my family after a long day, and we all sat around the table without saying much—just eating and passing the dish back and forth. My youngest scraped her plate clean and asked if we could have it again the next night. I didn't say yes, but I thought about it.
How to Store and Reheat
I always make extra because this keeps well in the fridge for up to four days in an airtight container. When I reheat it, I add a splash of milk and warm it gently in the oven or microwave so the sauce loosens up again. It's one of those rare dishes that actually tastes just as good, if not better, the next day once all the flavors have had time to settle.
Ways to Mix It Up
Sometimes I stir in cooked bacon or sautéed mushrooms before baking, and it turns into a whole different meal. A handful of fresh spinach wilted into the hot sauce adds color and makes me feel slightly less guilty about all the cheese. I've also tried adding a pinch of smoked paprika or cayenne to the sauce, which gives it a gentle kick without overwhelming anyone at the table.
Pairing and Serving Ideas
This pairs beautifully with a crisp green salad dressed simply with lemon and olive oil, which cuts through the richness. I've served it alongside roasted vegetables or even just some crusty bread for soaking up any sauce left on the plate. A glass of Chardonnay complements the creaminess, though I've also enjoyed it with a cold beer on casual nights.
- Let it rest for five minutes after baking so you can scoop clean portions instead of a runny mess.
- If you're making it ahead, assemble everything but hold off on adding the breadcrumb topping until just before baking.
- Leftovers can be frozen for up to two months, though I recommend thawing overnight in the fridge and reheating gently.
Save This is the kind of recipe that turns into muscle memory after you've made it a few times, and then you can make it on autopilot whenever you need something comforting and reliable. I hope it becomes that for you too.
Recipe FAQs
- → What type of pasta works best for this dish?
Elbow macaroni is ideal for holding the creamy cheese sauce, but other small pasta shapes like shells or cavatappi can be used.
- → How can I achieve a smooth cheese sauce?
Gradually whisking warm milk into the roux and stirring constantly prevents lumps, while using sharp cheddar and Gruyère ensures rich flavor.
- → Can I prepare this dish in advance?
Yes, mix the sauce and pasta ahead, then refrigerate. Add breadcrumbs just before baking to keep the topping crispy.
- → What variations can enhance the flavor?
Incorporate spices like smoked paprika or cayenne, or mix in cooked bacon, sautéed mushrooms, or spinach for added depth.
- → How do I get a golden crunchy topping?
Combine panko breadcrumbs with melted butter and optional Parmesan, then sprinkle evenly over the casserole before baking.