Ultimate Baked Macaroni & Cheese Recipe

Ultimate Macaroni and Cheese Recipe

November 1st, 2022
5 from 9 votes
5 from 9 votes

This baked Ultimate Macaroni and Cheese recipe has a creamy, silky, rich cheese sauce that’s perfectly balanced by a crisp and crunchy homemade breadcrumb topping. Comfort food perfection and so easy to make!

Yield: 6 to 8 servings

Prep Time: 10 minutes

Cook: 50 minutes

Tessa's Recipe Rundown...

Taste: Cheesy, nutty, buttery, and all around just oozing with savory flavors.
Texture: This is the best part of mac & cheese, right? The cheese sauce is oh-so rich, thick, silky, and creamy, the pasta is al dente, and the breadcrumb topping is crisp and crunchy.
Ease: Making cheese sauce from scratch can be a little intimidating but it’s so worth the effort.
Pros: Ultimate comfort food recipe.
Cons: Dirties quite a few dishes and is not exactly an everyday dish, but it makes it all that much more special.
Would I make this again? Absolutely.

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This Ultimate Macaroni and Cheese Recipe is my favorite mac and cheese of all time.

a dish of mac and cheese in a baking pan, with a large spoon, ready to serve

According to my parents, I was a pretty picky eater as a little kid. Apparently, when I was a toddler, the only things I liked to eat were pears, grilled cheese, and macaroni and cheese.

At least I liked one fruit? It’s funny because I rarely eat macaroni and cheese these days.

I decided I needed to remedy this by making my ultimate version of macaroni and cheese – because really, what’s better than carbs loaded with a creamy cheese sauce and topped with more carbs in the form of breadcrumbs?? Not much.

This mac & cheese recipe beats the boxed version by miles, and I grew up eating the boxed version. It’s nostalgic to me. My favorite part was squeezing the ultra-yellow cheese out of the foil packet. Gross, but nostalgic.

closeup of the pan of macaroni and cheese, with a spoonful taken out

This recipe replaces that squeeze cheese with high-quality extra sharp cheddar, Gruyere, Jarlsberg, and fontina cheese. Don’t skimp here because really, what’s mac and cheese without the taste of great cheese??

This recipe is straightforward and simple, but there are so many ways you can switch things up. I’ve listed flavor customization ideas as well as tips for making the BEST baked macaroni and cheese right below.

closeup of a spoon of mac and cheese, ready to serve on someone's plate

Tips for Baked Macaroni and Cheese Recipe

What is the Best Cheese to Use For Macaroni and Cheese?

This recipe uses FOUR different kinds of cheese for the cheesiest, most indulgent macaroni dish ever. The combination below yields the best taste and melty-rich texture. Feel free to experiment with your favorite shredded cheese. Mozzarella or Gouda would also be delicious in this homemade mac.

  • Extra sharp cheddar (tastier and meltier than younger cheddars)
  • Gruyere
  • Jarlsberg
  • Fontina

Be sure to shred your own cheese. Pre-shredded cheese contains ingredients to prevent the shreds from clumping together, and these ingredients prevent it from melting as beautifully as freshly shredded cheese. I love to use the grating attachment on my food processor to make quick work of shredding the cheeses. If you don’t have a food processor, a regular box cheese grater will do just fine.

Do I Have to Use Macaroni? Can I Use a Different Pasta? 

I typically use elbow macaroni, but feel free to switch up the pasta type for something of similar size and shape.

How do You Keep Macaroni and Cheese Creamy?

  • Don’t skimp on the milk or butter as those ingredients help keep the cooked macaroni ultra-rich and creamy.
  • Use full-fat milk for creamiest results.
  • Also, avoid overbaking, as that will dry out your mac and cheese.

Is a Roux Necessary for Mac and Cheese?

Absolutely. This is how the cheese sauce develops its thick texture. Without a roux, mac and cheese sauce would just be runny.

What Can You Add to This Macaroni and Cheese Recipe?

  • Chopped jalapeno peppers or hatch green chiles
  • Bacon crumbles
  • Lobster!
  • Shredded pork or chicken
  • Chopped sausage
  • Caramelized onions
  • Top with Sriracha or chipotle Tabasco sauce

Alternate CHEEZ-IT Topping for Mac & Cheese

For a super nostalgic alternative to the herb Panko topping in the recipe, try this fun Cheez-It cracker topping instead. I swear adults will love it even more than the kids.

  • 1/2 cup Panko bread crumbs
  • 3/4 cup original Cheez-It crackers
  • 2 Tablespoons (28 grams) unsalted butter, melted

Pulse Cheez-It crackers in a food processor until coarse crumbs, or crush in a plastic bag with a rolling pin or mallet. Mix Panko bread crumbs, Cheez-It cracker crumbs, and melted butter in a small bowl until combined. Sprinkle bread crumb mixture evenly over the top of the macaroni and cheese, and bake as directed.

How to Make Mac and Cheese Ahead of Time

If you’re planning on serving this to company, cook the pasta noodles but shave a minute or two off the normal boiling time to leave them very al dente. Make the sauce as the recipe directs and let it cool completely. Toss the noodles in the sauce and place in the casserole dish as directed. Cover tightly and refrigerate for up to 2 days. Pull directly from the fridge and proceed with the recipe as written, topping with the Panko mixture and baking, adding a minute or two to the cooking time.

How to Store Macaroni and Cheese

Although leftovers won’t have the same crisp texture to the topping, they can be stored in an airtight container in the fridge for up to 4 days.

Can I Freeze Mac and Cheese?

Yes! Follow the same steps as above for preparing ahead of time. Store the un-topped, unbaked dish in the freezer in an air-tight container for up to 2 months. Let defrost in the fridge overnight before proceeding with the recipe as written.

macaroni and cheese recipe being served with a large serving spoon

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5 from 9 votes

How to make
Ultimate Macaroni and Cheese Recipe

Yield: 6 to 8 servings
Prep Time: 10 minutes
Cook Time: 50 minutes
Total Time: 1 hour
This baked Ultimate Macaroni and Cheese recipe has a creamy, silky, rich cheese sauce that’s perfectly balanced by a crisp and crunchy homemade breadcrumb topping. Comfort food perfection and so easy to make!


For Macaroni & Cheese:

  • 1 pound elbow macaroni
  • 1 quart (4 cups) whole milk
  • 1 tablespoon Kosher salt (Diamond Crystal)*
  • 1/2 teaspoon freshly ground black pepper
  • 1/2 teaspoon garlic powder
  • 1/2 teaspoon onion powder
  • 1/2 teaspoon dry ground mustard
  • 1/4 teaspoon nutmeg
  • 1/8 teaspoon cayenne pepper
  • 1/8 teaspoon smoked paprika
  • 1 stick (113 grams) unsalted butter, sliced
  • 1/2 cup (64 grams) all-purpose flour
  • 1 teaspoon red wine vinegar
  • 1 egg, beaten
  • 8 ounces (2 cups) extra sharp cheddar cheese, grated
  • 4 ounces (1 cup) Gruyere cheese, grated
  • 4 ounces (1 cup) Jarlsberg cheese, grated
  • 4 ounces (1 cup) Fontina cheese, grated

For Topping:

  • 1 cup Panko bread crumbs
  • 1 tablespoon fresh thyme leaves
  • 2 tablespoons (28 grams) unsalted butter, melted


  1. Preheat the oven to 375°F. Butter a 3-quart baking dish or individual gratin dishes with nonstick cooking spray.

  2. Bring a large pot of salted water to a boil. Cook the pasta according to the package directions, 6 to 8 minutes, or until al dente. Drain.

  3. Meanwhile, in a small saucepan set over medium heat, warm the milk. Stir together kosher salt, black pepper, garlic powder, onion powder, ground mustard, nutmeg, cayenne pepper, & paprika in a small bowl, and set aside.

  4. In a large saucepan set over medium-low heat, melt 1 stick of butter until melted. Sprinkle the flour into the saucepan and cook for 2 minutes, whisking constantly. Gradually whisk in the hot milk and cook for about 3 minutes, until thickened and smooth, and the sauce coats the back of a spoon. Whisk in the spice blend and red wine vinegar. Remove from heat.

  5. Slowly whisk a spoonful of sauce into a small bowl with the beaten egg, to temper the egg. Add egg mixture into the sauce. Add in the cheeses, and whisk until cheese is melted. Stir in pasta, then pour into prepared baking dish.

  6. Mix panko bread crumbs, fresh thyme leaves, and melted butter in a small bowl until combined. Sprinkle bread crumb mixture evenly over the top of the macaroni and cheese. Bake in the oven for 35 minutes, or until bubbling and browned. Remove the macaroni and cheese from the oven and let rest for 5 minutes, before serving.

Recipe Video

Recipe Notes

*If using Morton Salt kosher salt, use 1 1/2 slightly heaping teaspoons.
Course : Main Course
Cuisine : American
Keyword : baked macaroni and cheese, mac and cheese, macaroni and cheese recipe, thanksgiving side dish

This recipe was originally published in 2014 and was recently updated with new photos and recipe improvements in 2022. Photos by Joanie Simon.

Tessa Arias
Author: Tessa Arias

I share trusted baking recipes your friends will LOVE alongside insights into the science of sweets. I'm a professionally trained chef, cookbook author, and cookie queen. I love to write about all things sweet, carb-y, and homemade. I live in Phoenix, Arizona (hence the blog name!)

Tessa Arias

About Tessa...

I share trusted baking recipes your friends will LOVE alongside insights into the science of sweets. I'm a professionally trained chef, cookbook author, and cookie queen. I love to write about all things sweet, carb-y, and homemade. I live in Phoenix, Arizona (hence the blog name!)

Find Tessa on  

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Recipe Rating

  1. #
    Heather — November 19, 2023 at 5:18 am

    I’m going to make this for Thanksgiving. I know I’ll love it but I’m not sure my teenage grandkids will like the Gruyère and Jarlsberg. They might though and it’s worth the risk even if it’s just for my tastebuds enjoyment. There are so many good comments I just can not make it. I’ll post an update on the success with the kids.

  2. #
    Anne — November 8, 2023 at 3:27 am

    can this be made ahead of time anne cooked later?

    • #
      Kiersten @ Handle the Heat — November 8, 2023 at 9:40 am

      Hi Anne! You sure can! Check out the pink tip box (above the recipe) for instructions on this 🙂

  3. #
    Jayda — October 25, 2023 at 2:53 pm

    how many people does this serve?

    • #
      Kiersten @ Handle the Heat — October 26, 2023 at 1:38 pm

      Hi Jayda! As mentioned at the top of the post and at the top of the recipe post, this is estimated to serve 6-8 people. I hope that helps! 🙂

  4. #
    Samantha E — March 2, 2023 at 12:31 am

    This is hands-down the best mac-and-cheese I have ever made! My biggest problem with other mac-and-cheese dishes is that it’s literally just that: macaroni noodles and cheese. This dish, though, is full of flavor, fairly simple and quick to make, and I just amazing. Worth every penny of the more expensive cheeses.

  5. #
    Benji — January 22, 2023 at 12:55 am

    Crust modifications. Crushed Ritz crackers with melted butter. Try it on top of your Mac n cheese dishes.

  6. #
    Shannon — December 10, 2022 at 8:46 pm

    The flavor of this is excellent (I love the spices and vinegar), but I was disappointed in the texture. The sauce was creamy when I put it in the oven, but the cheese curdled while cooking. I think 35 minutes was way too long – most of my other M&C recipes cook for about 20 minutes at 350 degrees. I’ll try it again and cook it for less time.

  7. #
    Dina — December 1, 2022 at 11:41 am

    This Mac and cheese was absolutely DELICIOUS!! VERY rich in flavor with all the cheeses and you get the best of both worlds- baked and gooey! I did feel it was a little too much salt for my liking, so I’ll put less salt next time I make it.

  8. #
    Jess — November 16, 2022 at 8:53 am

    Love all your recipes! Can this be made ahead of time and heated when needed? Trying to figure out the best way to plan thanksgiving! Thanks!

    • #
      Kiersten @ Handle the Heat — November 16, 2022 at 12:30 pm

      Hi Jess! Tessa included make-ahead instructions in the Tip Box above the recipe! Let us know what you think once you’ve given this recipe a try 🙂

  9. #
    Jessica — October 26, 2022 at 10:51 am

    I probably make this recipe once a month now, and everyone I have made it for loves it! There are more steps and more ingredients than the average Mac and cheese recipe I’ve made, but the recipe is laid out very well and is super easy to follow. I don’t tend to like baked Mac and cheese because it dries out and isn’t creamy enough, but this manages to have the best of both worlds! Highly recommend trying it!

    • #
      Haley Wehner — October 26, 2022 at 2:28 pm

      I’m so glad to hear you love this Mac & Cheese recipe as much as we do! Hooray!

  10. #
    Ayesha — October 26, 2022 at 6:07 am

    What is a nonalcoholic substitute for the red wine vinegar? Will any regular one like white vinegar do or is there a better one to use that’s close to red wine vinegar?

    • #
      Emily — October 28, 2022 at 3:55 pm

      Hi Ayesha! Red wine vinegar contains just a small amount of alcohol, but apple cider vinegar could work as a substitute 🙂 Let us know what you think if you give this recipe a try!

  11. #
    Jordan — April 19, 2022 at 9:34 am

    This is now my go-to Mac and cheese recipe! I have been using the same one for YEARS and this one trumps it.
    That spice combo? Amazing. Trust it.
    I didn’t use Fontina or Gruyère because I had a good bit of cheese already I wanted to use up. And it was still the best Mac I’ve had.

    You can’t go wrong with this one, I promise.

    • #
      Emily — April 22, 2022 at 9:38 am

      So happy you love this recipe!

  12. #
    MARGUERITE STERLING — April 18, 2022 at 1:04 pm

    This is the first recipe that I have used for macaroni and cheese. I always just threw ingredients together and hoped for the best. well, now I can honestly say this is the best! I put the breadcrumbs on half because I did not know if my family would like that, and that half got enjoyed first! This recipe is a keeper, and I will be making it again. The combination of cheeses and spices made for a much more interesting flavor. The sauce was creamy, and the addition of egg helped it hold together better. Go ahead, try it!

    • #
      Emily — April 26, 2022 at 6:47 am

      So happy you loved this recipe!

  13. #
    Barbara — March 29, 2022 at 10:30 am

    I’ve made a lot of macaroni and cheese recipes and while they were good, none were as flavorful as this one. The addition of just that little bit of red wine vinegar enhances the flavor of the sauce and tempers the richness perfectly. I can say with confidence this will be my go-to macaroni and cheese recipe from now on. I found THE ONE!

    • #
      Emily — March 29, 2022 at 1:04 pm

      Yay!! So happy to hear this recipe is your go to! Thanks so much for letting us know how much you love this recipe 🙂

  14. #
    Mandy Bouchard — March 28, 2022 at 7:49 pm

    Don’t let the list if ingredients intimidate you away from this recipe, it comes together so easily and is soooo amazing!!

  15. #
    Barb Fligel — March 25, 2022 at 1:08 pm

    Your recipe doesn’t say when to put the pasta in the pan. Are you putting the pasta in the pan and then pouring the cheese sauce over it? Or are you mixing the two and putting it in the pan?

    • #
      Emily — March 25, 2022 at 1:46 pm

      Sorry about that, Barb! I just updated the recipe, you’ll stir the pasta into the cheese sauce, then pour into the prepared baking dish. Thanks for letting us know!

  16. #
    Jill — November 18, 2019 at 5:38 am

    Could I use salted butter so I could leave out the Salt? I think it would be about an even swap.

  17. #
    Sandy — August 31, 2018 at 1:55 pm

    John, your idea is great BUT, you have to use at least two pots! You left out the warming of the milk in another pot! Two is better than three! Thanks for the tip!
    Tessa, this Mac & Cheese is a HUGE hit at my house! I cannot get out of making it now, no more boxed for this household.

  18. #
    Lara — August 10, 2018 at 5:59 pm

    Outstanding Mac & Cheese ! Followed the recipe exactly and it was perfect!

  19. #
    ChefJohn — April 28, 2017 at 12:03 am

    Great Recipe! Just a couple of thoughts about reducing the number of utensils to wash up afterwards:
    First, sift together the flour, salt, pepper, mustard & paprika onto a paper plate.
    Pulse the bread to crumbs. After you have cooked and drained you macaroni, use the same large pot to melt ALL the butter, then spoon out one quarter [2 Tbs] into the breadcrumbs and pulse again.
    Return the large pot to the heat to continue making the sauce to the point where you remove it from the heat.
    The paper plate can then be re-used to hold the grated cheeses, as soon as you have the required amount you can add it to your sauce.
    Apart from the serving dish/es, you then only need to wash up one pot, the grater and perhaps a measuring jug.

  20. #
    William Threadgill — November 25, 2016 at 8:34 am

    This Mac and Cheese was a hit!!!!! I now have to bring it to all family functions. Thanks for sharing the recipe.

  21. #
    Marie — March 28, 2015 at 6:58 am

    NOM! Made this a few weeks ago–absolutely delish and flavors perfectly balanced. Really loved it and making it again tonight–can’t wait to get home, num num num 😀 Thanks Tessa!

  22. #
    Grace — December 20, 2014 at 9:06 pm

    I just made this tonight, and Tessa, you never disappoint! It did dirty a few dishes, but I’m just a mess when I’m making something for the first time. I subbed an Italian white cheese blend for the Gruyere and I can’t begin to explain how right you were about not skimping on the cheese: I will not be making that substitution again! Overall, a great dish that satisfied even the pickiest eaters in my family, I even added onions. Thank you!

  23. #
    fls — December 9, 2014 at 7:23 pm

    this recipe list 1 tablespoon of salt in the body of the recipe but not in the listed ingredients (except for kosher salt) I didn’t see this discrepancy (or maybe it isn’t a discrepency) but one tablespoon of salt in the cheese mixture was way too salty for me. I wound up adding two additional cups of milk and more cheese and more flour to counterbalance that tablespoon of salt. This made it just right. I had extra sauce so the next day when I heated up the mac and cheese I was able to use this extra sauce to make the dish nice and creamy.

    • #
      Maggie — March 24, 2022 at 4:02 pm

      You have to use Diamond salt if you put in a whole Tbsp because it’s literally hollow in the middle. If using say Morton’s salt, I’d cut the amt to 1/2 -2/3 Tbsp

      • #
        Emily — March 25, 2022 at 2:56 pm

        Hi Maggie! Yes, we include in the Recipe Notes that if using Morton’s Salt kosher salt instead, to use 1 1/2 slightly heaping teaspoons 🙂

    • #
      M — March 25, 2022 at 11:11 am

      The tablespoon of salt is in the water to cook the pasta. (not specified in instructions)

      • #
        Emily — March 25, 2022 at 1:52 pm

        Hi there! That is not correct, the Kosher salt is not the salt added to the water – we don’t list that measurement as it will be different for everyone. The amount of salt added to your water depends on how much water is added to your pot. Here’s a great article detailing more). In the third paragraph down in the directions, you’ll see that the Kosher salt is stirred together with the other spices. Hope that helps!

  24. #
    Claire Gallam — March 28, 2014 at 7:05 am

    Oh Tessa this is dreamy!!

  25. #
    Gaby — March 26, 2014 at 6:22 pm

    My favorite kind of comfort food!

  26. #
    Jacki @ Two Forks One Love — March 26, 2014 at 7:33 am

    I think mac and cheese might be my most favorite food ever.

  27. #
    Jillian — March 26, 2014 at 5:01 am

    This looks fantastic! Would it be good as leftovers? Everytime I’ve made mac and cheese from scratch it gets greasy and clumpy overnight and just doesn’t reheat well. I want to make this but might half the recipe if I can’t figure out how to reheat the extra for lunch the next day.

  28. #
    Chloe @ foodlikecake — March 26, 2014 at 4:19 am

    Yum 🙂 mac ‘n cheese is awesome!

  29. #
    Taylor @ Food Faith Fitness — March 26, 2014 at 4:17 am

    You can never go wrong with mac ‘n cheese EVER….and this truly does look like the ultimate…from the creamy sauce to the crunchy topping! Pinned! 🙂

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