Filed Under: Lunch | Main Dish | Pasta | Videos

Ultimate Macaroni and Cheese

Recipe By Tessa Arias
March 26th, 2014
5 from 4 votes
5 from 4 votes

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

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 and possibly weird if you’re not used to making a roux but just watch the video to see it’s actually pretty easy!
Appearance: B-e-a-u-tiful.
Pros: Ultimate comfort food recipe.
Cons: Dirties quite a few dishes and is not an everyday indulgence.
Would I make this again? Absolutely.

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 pears anymore. Actually, I rarely eat grilled cheese or macaroni and cheese either. 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. I even made a video to show you how to make macaroni and cheese from scratch because this beats the boxed version by miles, and I grew up eating to boxed version. My favorite part was squeezing the ultra-yellow cheese out of the foil packet. Now that kind of grosses me out.

Ultimate Macaroni and Cheese - my all-time favorite recipe!

This recipe replaces that fake artificial cheese with high-quality sharp cheddar cheese and gruyere cheese. Don’t skimp here because really, what’s macaroni and cheese without great cheese?? This recipe is straightforward and simple but there are so many ways you can switch things up. Add in jalapeno peppers or green chiles and bacon crumbles. Use smoked cheddar cheese. Add in lobster, shredded pork, or sausage. Add in caramelized onions. Top with Sriracha or chipotle Tabasco sauce. The options are endless.

5 from 4 votes

How to make
Ultimate Macaroni and Cheese

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


  • 1 pound elbow macaroni
  • Kosher salt
  • 1 quart (4 cups) whole milk
  • 1 stick (4 ounces) unsalted butter, divided
  • 1/2 cup all-purpose flour
  • 8 ounces Gruyere cheese, grated (2 cups) OR pecorino Romano
  • 8 ounces extra-sharp cheddar, grated (2 cups)
  • 1/2 teaspoons freshly ground black pepper
  • 1/2 teaspoon dry mustard
  • 1/8 teaspoon smoked paprika
  • 6 slices white bread, crusts removed


  1. Preheat the oven to 375°F. Spray a 3-quart baking dish or individual gratin dishes with nonstick cooking spray.
  2. Bring a large pot of salted water to a boil and 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. In a large saucepan set over medium-low heat, melt 6 tablespoons of the butter. Sprinkle the flour into the saucepan and cook for 2 minutes, whisking constantly. Gradually whisk in the hot milk and cook for about 2 minutes, until thickened and smooth. Remove from heat and add in the cheeses, 1 tablespoon salt, pepper, mustard, and paprika. Add in the pasta and stir well to combine. Pour into prepared baking dish.
  4. Melt the remaining 2 tablespoons of butter. Make the fresh breadcrumbs by placing the white bread in a food processor and pulsing until ground. Add the butter and pulse until moistened. Sprinkle the buttered breadcrumbs over the macaroni and cheese. Bake for 30 to 35 minutes, or until bubbling and browned.
Cuisine: American
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!)

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Recipe Rating

  1. #
    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! 🙂

  2. #
    Chloe @ foodlikecake — March 26, 2014 at 4:19 am

    Yum 🙂 mac ‘n cheese is awesome!

  3. #
    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.

  4. #
    Jacki @ Two Forks One Love — March 26, 2014 at 7:33 am

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

  5. #
    Gaby — March 26, 2014 at 6:22 pm

    My favorite kind of comfort food!

  6. #
    Claire Gallam — March 28, 2014 at 7:05 am

    Oh Tessa this is dreamy!!

  7. #
    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.

  8. #
    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!

  9. #
    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!

  10. #
    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.

  11. #
    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.

  12. #
    Lara — August 10, 2018 at 5:59 pm

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

  13. #
    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.

  14. #
    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.

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