Classic Baked Macaroni and Cheese

I generally like eating healthy – really, I do. But, seeing as it’s January and we’re all buried under blankets (the wool kind or the snow kind), I figured a little comfort food was in order. This macaroni and cheese couldn’t even pretend to resemble diet food. It’s the exact opposite, and I’m pretty sure that’s why it tastes so damn good. It’s got everything a really good macaroni and cheese requires: creamy sauce, stretchy, melty cheese throughout, and a depth of flavors that go beyond just “cheesy.”

You know how you weigh the payoff of a recipe against the work it takes? Especially if it’s a pretty involved one? Well I did the weighing for you this time, and I promise that this macaroni and cheese is worth every second. I know, because I ate almost a quarter of the dish by myself as soon as I pulled it out of the oven. I may have burnt my tongue, but it was still worth it.

The recipe may appear difficult if you’re not familiar with making more elaborate mac and cheese than the stuff that comes out of the box, but I’ve included as much information as possible to help you make this dish a success. The key with this recipe is the way everything is layered for maximum cheesy goodness. There are layers of shredded cheddar and mozzarella between the already sauce-covered noodles, and more sprinkled on top. A lot of the prep work can be done ahead of time, so if you’re considering serving this and don’t have two hours to devote to it, don’t worry. Shred your cheese, toast your breadcrumbs, and cook your pasta the day before. No one will ever know, I promise.

5 from 1 vote

Classic Baked Macaroni and Cheese

Course Side Dish
Cuisine American
Prep Time 1 hour 30 minutes
Cook Time 25 minutes
Total Time 1 hour 55 minutes
Servings 16


For The Actual Macaroni and Cheese

  • 1 16 oz box of elbow macaroni 454g
  • 4 Tbsp unsalted butter 57g
  • 4 Tbsp flour 31g
  • 4 cups whole milk heated just until hot to the touch
  • 3/4 tsp salt
  • 3/4 tsp onion powder
  • 3/4 tsp garlic powder
  • 1/4 tsp ground cayenne pepper
  • 1 tsp dry mustard
  • 1/4 tsp nutmeg
  • 2 1/4 cups shredded cheddar cheese 200g
  • 1 cup shredded mozzarella cheese 105g
  • 4 oz cream cheese 113g
  • 1 handful both cheeses (shredded) for bottom of pan

For The Middle Layer

  • 1/2 cup shredded cheddar cheese 40g
  • 1/2 cup shredded mozzarella cheese 40g

For the Topping

  • 1 tbsp unsalted butter 43g
  • 3 slices white bread
  • 1/4 cup shredded cheddar cheese 20g
  • 1/4 cup shredded mozzarella cheese 20g


  1. Step 1: Boil macaroni in a large pot of salted water until al dente. While the pasta is boiling, butter your pan - I used a 10x10x2 ceramic baking dish. You can choose something a bit larger, but anything smaller will leave you with macaroni and cheese spilling out all over the place! Drain the pasta, return it to the pot off the heat, and stir in a bit of butter to prevent sticking.

    Step 2: Sprinkle the bottom of your greased pan with just a small amount shredded cheddar and mozzarella. In a small bowl, stir together seasonings (salt, onion powder, garlic powder, cayenne, dry mustard, nutmeg), and set aside.

    Step 3: Prepare breadcrumb topping: doing this fresh instead of using store-bought bread crumbs ensures that your topping is buttery and crunchy, rather than powdery and flat. Start by placing three slices of white bread in a food processor or NutriBullet. I love the NutriBullet for jobs like this because it does the job in literal seconds and clean-up is as simple as it gets. Pulse bread crumbs until they're a rough powdery consistency. Add the tablespoon of butter to a skillet and let it get hot. Then add in bread crumbs and push around with a spatula until brown and crispy. The idea is to have them resemble toast. When they're light brown and have a toasty smell, they're done.

    Note: Breadcrumbs can be prepared up to 2 days in advance.

    Step 4: Make the cheese sauce in a large sauce pan. Start by making a roux, by melting 4 tbsps of butter and adding 4 tbsps of flour. Stir over medium heat for about 3 minutes, to make sure the flour gets cooked. Heat up the 4 cups of milk (a minute or two in the microwave), and add to the pot. (Heating the milk before adding it to the pot cuts your preparation time). Stir until the flour and butter is completely mixed in. Add the seasonings, and then whisk the sauce for about a minute. This process helps the sauce achieve that creamy, velvety texture that can really take macaroni and cheese to the next level.

    Resume stirring until the sauce comes to a boil. You'll have to stop stirring to check the surface of the sauce - when it burbles and bubbles just a little, it's boiling. Sauce should have thickened a bit at this point. Reduce heat to very low and gradually stir in shredded cheeses, until smooth. Heat 4oz of cream cheese until soft, and add to cheese sauce. Whisk the sauce to stir in the cream cheese. Be patient and don't turn the heat up too high to melt the cheeses faster - this can cause your finished product to have a slightly grainy texture.

    Pour 3/4 of the cheese sauce over cooked macaroni and stir gently until combined.

    Step 5: Pour half of the macaroni into the baking dish. Sprinkle with the cheese set aside for the middle layer. Pour on remaining macaroni, and then top with the rest of the cheese sauce, especially around the edges. You can pat the top with a spoon to help the cheese sauce seep down into the macaroni. Sprinkle with remaining shredded cheeses, and then scatter breadcrumbs over top.

    Note: Spray the top lightly with non-stick cooking spray, and cover with a sheet of foil, also coated with cooking spray on the side that will touch the breadcrumbs

    Bake at 350 degrees for about 20 minutes. Remove the foil and bake for an additional 5 minutes.

    Note: If your breadcrumbs got too done in the skillet. don't remove the foil for the last five minutes - this will prevent the breadcrumbs from browning further in the oven.

    Macaroni and Cheese can be prepared ahead of time and refrigerated, but cook for 35 minutes total instead of 30, and check the center to see if it has heated all the way through - may need a few more minutes in the oven. 

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