Baked Mac and Cheese (Extra Creamy with a Crispy Top)
This baked mac and cheese bakes tender pasta in a silky homemade cheddar sauce under a buttery, golden crumb topping, the side dish everyone fights over at family dinners.

Why make this
- Ultra creamy cheese sauce that never turns grainy or dry in the oven
- Crunchy buttered crumb topping gives every scoop a golden crispy edge
- Easy to assemble ahead for holidays, potlucks and Sunday suppers
In my house, baked mac and cheese is not just a side dish. It is the reason some people show up to Sunday dinner at all. My oldest asks for it every birthday, and at Thanksgiving I have learned to make two pans because the first one disappears before the turkey is even carved.
This recipe is the one I have landed on after a lot of happy testing. Elbow pasta gets cooked just shy of tender, then folded into a homemade cheese sauce made with butter, flour, whole milk and a generous mix of sharp cheddar and a melty cheese like Monterey Jack. A little mustard powder and garlic powder make the cheese taste cheesier without anyone guessing why. Then it all goes into a baking dish under a blanket of buttered breadcrumbs and more cheese, and bakes until bubbly and golden on top.
The result is the best of both worlds. Underneath, it is soft and saucy like stovetop mac. On top, it has that crisp, browned crust everyone fights over. It is classic comfort food, and it is easier to pull off than you might expect.
Why this recipe works
- Pasta cooked just under al dente. The noodles keep soaking up sauce in the oven, so pulling them early keeps them from turning mushy.
- Extra sauce on purpose. Baked mac and cheese loses moisture in the oven, so this recipe makes a little more sauce than seems necessary. That is the secret to a creamy, not dry, finished dish.
- Freshly shredded cheese. Cheese you shred yourself melts smoothly, while bagged shredded cheese has anti caking powders that can make sauce grainy.
- Two cheeses working together. Sharp cheddar brings big flavor and a milder melting cheese gives the sauce that silky, stretchy texture.
- Taking the sauce off the heat. Stirring cheese in off the heat keeps it from breaking or turning oily.
Ingredients you’ll need
Simple ingredients, but quality cheese matters most here. See the recipe card for exact amounts.
- Elbow macaroni or another short pasta
- Unsalted butter
- All purpose flour
- Whole milk
- Sharp cheddar cheese
- Monterey Jack or another good melting cheese
- Ground mustard, garlic powder, smoked paprika, salt and pepper
- Panko breadcrumbs
- Grated parmesan
Ingredient notes and smart substitutions
Pasta
Classic elbows are my favorite, but any short shape with nooks and ridges works well. Cavatappi, shells and rotini all grab onto the sauce. Avoid very thin pasta, which overcooks quickly in the oven.
Cheese
Sharp cheddar is the star, so buy a good block and shred it yourself. For the melting cheese, Monterey Jack, Colby, mild white cheddar, fontina or Gouda are all wonderful. Smoked Gouda adds a cozy, smoky flavor that grown ups love. Just keep the total amount of cheese about the same.
Milk
Whole milk makes the creamiest sauce. You can swap a cup of it for half and half or evaporated milk for even more richness. Lower fat milk will work, but the sauce will be thinner and less luscious.
Mustard powder
Do not skip this. Ground mustard does not make the mac taste like mustard at all. It simply sharpens and boosts the cheese flavor. If you do not have it, use 1 teaspoon of prepared yellow or Dijon mustard instead.
Topping
Panko gives the crispiest crunch. Regular dry breadcrumbs or crushed buttery crackers are good swaps. For a gluten free topping, use crushed gluten free crackers and gluten free pasta and flour in the sauce.
Butter and flour
Use unsalted butter so you can control the salt level, since cheese already brings plenty. The butter and flour together form the roux that thickens the milk into a smooth sauce. Measure the flour carefully. Too little and the sauce stays thin, too much and it can turn pasty and heavy once it bakes.
How to make it
The whole recipe takes about an hour, with only 20 to 25 minutes of hands on time. You will need a large pot, a medium saucepan and a 9 by 13 inch baking dish.
Step 1. Heat the oven and cook the pasta
Preheat your oven to 350F and butter a 9 by 13 inch baking dish. Bring a large pot of well salted water to a boil and cook the macaroni for 2 minutes less than the package says for al dente. Drain it well and set it aside.
Step 2. Shred the cheese
While the pasta cooks, shred the cheddar and Monterey Jack and toss them together in a bowl. Set aside about 1 1/2 cups of the mix for the topping. Having everything ready makes the sauce go smoothly.
Step 3. Make the roux
Melt the butter in a medium saucepan over medium heat. Whisk in the flour and cook, whisking constantly, for about 1 minute until it smells toasty and looks like wet sand. This step cooks out the raw flour taste.

Step 4. Build the cheese sauce
Slowly pour in the milk, whisking the whole time to prevent lumps. Keep whisking until the sauce simmers and thickens, about 6 to 8 minutes. It should coat the back of a spoon. Take the pan off the heat and stir in the ground mustard, garlic powder, paprika, salt and pepper. Add the larger portion of cheese a handful at a time, stirring until each addition melts before adding the next.
Do not worry if the sauce looks a little thin at this stage. It will thicken as it cools slightly and again in the oven as the pasta drinks it up. Give it a taste now, too. The sauce should taste boldly seasoned, almost a touch too salty, because the plain pasta will mellow it out once everything comes together.
Step 5. Combine and transfer
Pour the cheese sauce over the drained pasta and stir until every noodle is coated. It should look very saucy, almost soupy, which is just what you want. Spread it evenly in the buttered baking dish and sprinkle the reserved cheese over the top.
Step 6. Add the crumb topping
In a small bowl, stir the panko with melted butter and parmesan until the crumbs are evenly moistened. Scatter the crumbs over the cheese layer.
Step 7. Bake and rest
Bake uncovered for 25 to 30 minutes, until the edges are bubbling and the top is golden brown. Let it rest for 10 minutes before serving so the sauce settles and thickens slightly.
Common mistakes to avoid
- Fully cooking the pasta first. Pasta that is already soft will turn mushy after baking. Undercook it a little.
- Using bagged shredded cheese. The coating on preshredded cheese keeps it from melting smoothly and can leave the sauce gritty.
- Adding cheese over high heat. Too much heat makes the cheese seize and separate. Always stir it in off the burner.
- Not enough sauce. If the mixture looks perfectly creamy before baking, it will be dry after. Aim for extra saucy.
- Overbaking. Once the top is golden and the edges bubble, pull it out. Longer baking only dries out the sauce.
Make ahead and storage
Baked mac and cheese is a lifesaver for holidays because you can assemble it a day early and simply bake it when the oven is free. It also makes great leftovers for school lunches in a thermos.
To make ahead, assemble the mac and cheese in the dish but hold off on the crumb topping. Cover tightly and refrigerate for up to 2 days. Add the crumbs right before baking and bake for 35 to 45 minutes, since it starts cold.

Fridge
Cover leftovers or transfer them to airtight containers and refrigerate for up to 4 days.
Freezer
Freeze the assembled, unbaked mac and cheese without the topping, wrapped tightly in plastic and foil, for up to 3 months. Thaw overnight in the fridge, add the topping and bake as directed. Baked leftovers can also be frozen in portions, though the texture is a little softer.
Reheating
Stir a splash of milk into leftovers to loosen the sauce, then reheat covered in a 350F oven for 15 to 20 minutes or in the microwave in 1 minute bursts. The extra milk brings back that creamy texture.
Variations
- Bacon mac and cheese. Fold in 6 slices of crispy crumbled bacon before baking.
- Buffalo chicken mac. Stir in shredded cooked chicken and a few tablespoons of hot sauce, then top with blue cheese crumbles.
- Broccoli mac and cheese. Add 2 cups of steamed broccoli florets for color and a little green.
- Smoky Gouda mac. Replace the Monterey Jack with smoked Gouda for a deeper, smokier flavor.
- Jalapeno popper mac. Stir in diced pickled jalapenos and a few ounces of softened cream cheese, then add more jalapenos on top.
All of these start with the same creamy base, so once you master it, you have a whole family of dinners and sides ready to go.

What to serve with it
Mac and cheese plays well with almost everything, and it can easily be the main event with a vegetable or two on the side. These are the pairings we reach for most often.
For potlucks and church suppers, I bake it in a disposable foil pan and wrap it in a couple of kitchen towels to keep it warm for the drive. It holds its heat surprisingly well, and it is always one of the first dishes scraped clean on the table.
- Baked ham or roast turkey for holiday dinners.
- Barbecue pulled pork, ribs or brisket for a backyard cookout.
- Fried or roasted chicken for classic Sunday supper.
- Green beans, roasted broccoli or collard greens to balance the richness.
- A crisp green salad or coleslaw for something light and crunchy.
- Meatloaf for the ultimate cozy weeknight plate.
I hope this baked mac and cheese becomes the one your family requests again and again. Make a big pan, grab a big spoon and go for the corner piece first. That is where the best crispy bits live.
Baked Mac and Cheese
Elbow macaroni baked in a creamy homemade cheddar and Monterey Jack sauce with a crunchy buttered panko and parmesan topping. A classic family side dish.
Ingredients
For the mac and cheese
- 1 pound elbow macaroni
- 6 tablespoons unsalted butter
- 1/3 cup all purpose flour
- 4 1/2 cups whole milk
- 1 teaspoon ground mustard
- 1/2 teaspoon garlic powder
- 1/2 teaspoon smoked paprika
- 1 1/2 teaspoons salt
- 1/2 teaspoon black pepper
- 4 cups shredded sharp cheddar cheese (16 ounces), divided
- 2 cups shredded Monterey Jack cheese (8 ounces), divided
For the topping
- 1 cup panko breadcrumbs
- 3 tablespoons unsalted butter, melted
- 1/4 cup grated parmesan cheese
Instructions
- Preheat the oven to 350F and butter a 9 by 13 inch baking dish. Cook the macaroni in salted boiling water for 2 minutes less than the package directions, then drain.
- Shred the cheddar and Monterey Jack, toss together and set aside 1 1/2 cups for the top.
- Melt 6 tablespoons butter in a saucepan over medium heat, whisk in the flour and cook for 1 minute.
- Slowly whisk in the milk and simmer, whisking, for 6 to 8 minutes until thickened. Remove from the heat, stir in the seasonings, then melt in the remaining cheese a handful at a time.
- Stir the sauce into the pasta, spread in the baking dish and sprinkle with the reserved cheese.
- Mix the panko, melted butter and parmesan and scatter over the top.
- Bake uncovered for 25 to 30 minutes until bubbly and golden. Rest 10 minutes before serving.
Frequently Asked Questions
How do you keep baked mac and cheese creamy?
Make more sauce than you think you need and undercook the pasta by about 2 minutes. The noodles absorb sauce as they bake, so starting extra saucy keeps the finished dish creamy. Avoid overbaking, and use freshly shredded cheese, which melts more smoothly than bagged. Letting it rest 10 minutes before serving helps the sauce settle without drying out.
Why is my mac and cheese sauce grainy?
Grainy sauce usually comes from cheese that got too hot or from preshredded cheese with anti caking coatings. Always take the sauce off the heat before stirring in the cheese, and add it a handful at a time. Shredding your own cheese from a block makes a big difference in how smoothly it melts into the sauce.
What are the best cheeses for baked mac and cheese?
A combination works best. Sharp cheddar gives bold, classic flavor, and a softer melting cheese like Monterey Jack, Colby, fontina or Gouda gives a silky, stretchy texture. Parmesan on top adds a nutty, salty crunch. Avoid using only very aged hard cheeses, since they can turn oily and do not melt as smoothly.
Should baked mac and cheese be covered in the oven?
For this recipe, bake it uncovered so the breadcrumb topping turns crisp and golden. If you are reheating leftovers or baking a make ahead pan that is starting cold, you can cover it with foil for the first 15 to 20 minutes, then uncover for the rest of the bake time so the top still browns nicely.
Can I make baked mac and cheese the day before?
Yes, it is a great make ahead dish. Assemble it completely without the crumb topping, cover tightly and refrigerate for up to 2 days. Before baking, let it sit on the counter for about 20 minutes, add the topping and bake at 350F for 35 to 45 minutes until hot and bubbly in the center.



