Ultimate Macaroni and Cheese Recipe

531 hour
Tessa Arias

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Tessa Arias

Modified: November 6, 2024

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!

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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 might seem 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 & 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. 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 onto a plate.
graphic of Tessa Arias of Handle the Heat holding a whisk.

How to Make The Ultimate 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. Feel free to experiment with your favorite shredded cheeses, but the combination below yields the best taste and melty-rich texture. Mozzarella or Gouda would also be delicious in this homemade mac.

  • Extra sharp cheddar (tastier and meltier than younger, milder 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 to Make CREAMY Macaroni and Cheese

  • 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, creamy texture. Without a roux, mac and cheese sauce would just be runny.

Can I Make This Macaroni and Cheese Without the Egg?

The egg in this recipe adds richness and helps make the sauce beautifully velvety. While I haven’t tried this recipe without the egg, it should work just fine to simply omit the egg.

What Can You Add to Macaroni and Cheese?

  • 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 leftover Macaroni and Cheese 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 You 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.
a scoop of mac and cheese on a plate with a fork

How To Make

Ultimate Macaroni and Cheese Recipe

Prep Time 10 minutes
Cook Time 50 minutes
Total Time 1 hour
Review Recipe Print Recipe
Prep Time 10 minutes
Cook Time 50 minutes
Total Time 1 hour
Review Recipe Print Recipe
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!

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Ingredients

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

Instructions

  • Preheat the oven to 375°F. Butter a 3-quart baking dish or individual gratin dishes with nonstick cooking spray.
  • 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.
  • 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.
  • In a large saucepan set over medium-low heat, heat 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.
  • 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.
  • 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.

Notes

*If using Morton Salt kosher salt, use 1 1/2 slightly heaping teaspoons. Learn more about different types of salt here.

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

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Shannon
Shannon
3 years ago

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.

Dina
Dina
3 years ago

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.

Jess
Jess
3 years ago

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
Kiersten @ Handle the Heat
Reply to  Jess
3 years ago

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 🙂

Jessica
Jessica
3 years ago

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 @ Handle the Heat
Haley @ Handle the Heat
Reply to  Jessica
3 years ago

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

Ayesha
Ayesha
3 years ago

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 @ Handle the Heat
Emily @ Handle the Heat
Admin
Reply to  Ayesha
3 years ago

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!

Jordan
Jordan
3 years ago

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 @ Handle the Heat
Emily @ Handle the Heat
Admin
Reply to  Jordan
3 years ago

So happy you love this recipe!

MARGUERITE STERLING
MARGUERITE STERLING
3 years ago

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 @ Handle the Heat
Emily @ Handle the Heat
Admin
Reply to  MARGUERITE STERLING
3 years ago

So happy you loved this recipe!

Barbara
Barbara
3 years ago

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 @ Handle the Heat
Emily @ Handle the Heat
Admin
Reply to  Barbara
3 years ago

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

Mandy Bouchard
Mandy Bouchard
3 years ago

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

Barb Fligel
Barb Fligel
3 years ago

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 @ Handle the Heat
Emily @ Handle the Heat
Admin
Reply to  Barb Fligel
3 years ago

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!

Jill
Jill
6 years ago

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

Elaine Taylor
Elaine Taylor
Reply to  Jill
2 years ago

Yes! Leave out the salt. And read the footnote! I didn’t notice that the recipe wasn’t using regular table salt, which should only be half the amount listed in the recipe. My fault, but SO SALTY.

Sandy
Sandy
7 years ago

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.
Sandy