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Creamy Baked Mac and Cheese (Golden Crunchy Topping)

Creamy baked mac and cheese with a homemade cheddar sauce and a buttery golden crumb lid, the casserole my family scrapes clean at every Sunday dinner.

By Linda Brooks | Published June 4, 2025
Creamy Baked Mac and Cheese

Why make this

  • A velvety cheese sauce that stays smooth and saucy after baking
  • A buttery crumb lid that turns crisp and golden around the edges
  • Easy to build a day early for holidays, potlucks and family dinners

When the kids call to say they are coming home for Sunday dinner, the very next question is almost always whether there will be mac and cheese. Our middle daughter has asked for it on her birthday since she was nine. At Thanksgiving I bake two pans now, because one vanishes long before anyone has picked up a carving knife.

This is the version I trust after more test batches than Tom would like me to admit. I boil elbow macaroni until it is not quite done and then stir it into a cheese sauce made from butter, flour and whole milk with a big handful of sharp cheddar and a soft melting cheese such as Monterey Jack. A pinch of ground mustard and a little garlic powder make the cheddar taste even more like itself, and nobody can ever pick out why. Everything gets spread into a baking dish, covered with buttery crumbs and extra cheese, and baked until the crumbs turn golden and the sauce bubbles at the sides.

What you get is two textures in one pan. The bottom is soft, loose and saucy, like the stovetop kind. The top is crisp and browned, and those corner pieces are always the first to go. It is old fashioned comfort food, and it is far less fussy than it looks.

Why this mac and cheese works

  • Pasta pulled early. The macaroni keeps drinking in sauce as it bakes, so boiling it a little short keeps it from going soft and limp.
  • More sauce than seems sensible. The oven takes some moisture away, so this recipe starts with a generous amount of sauce. That extra is what keeps the finished dish creamy instead of dry.
  • Cheese shredded at home. Block cheese you grate yourself melts cleanly, while the bagged kind carries powders that can leave the sauce gritty.
  • A pair of cheeses. Sharp cheddar brings the bold flavor and a gentler melting cheese gives the sauce that smooth, stretchy pull.
  • Melting the cheese off the burner. Stirring the cheese in once the pan is off the heat keeps the sauce from splitting or turning greasy.

What you need

The list is short, so the cheese is where it pays to spend a little more. All the measurements are in the recipe card below.

  • Elbows or a similar short pasta
  • Butter, the unsalted kind
  • Flour
  • Whole milk
  • A block of sharp cheddar
  • Monterey Jack or a similar soft melting cheese
  • Salt, pepper, smoked paprika, garlic powder and dry mustard
  • Panko crumbs
  • Parmesan, finely grated

Ingredient notes and easy swaps

The pasta

I always come back to elbows, but any short pasta with curves or ridges will hold the sauce well. Shells, cavatappi and rotini all do a nice job. Skip very thin shapes, since they go soft in the oven before the top has a chance to brown.

The cheese

Sharp cheddar carries this dish, so pick up a good block and grate it at home. For the melting half, try Monterey Jack, Colby, a mild white cheddar, fontina or Gouda. Smoked Gouda gives the pan a cozy, campfire kind of flavor that the grownups at our table love. Whatever you choose, keep the total weight of cheese about the same.

The milk

Whole milk gives the silkiest sauce. If you want it richer still, use evaporated milk or half and half for one of the cups. Lower fat milk will work in a pinch, but the sauce comes out thinner and not quite as luxurious.

The ground mustard

Please do not leave this out. Dry mustard will not make your macaroni taste like a hot dog. It simply sharpens the cheddar and makes it taste stronger. If your spice drawer has none, stir in 1 teaspoon of yellow or Dijon mustard from the jar.

The topping

Panko delivers the best crunch. Plain dry breadcrumbs or crushed butter crackers are both good stand ins. To make the whole dish gluten free, use crushed gluten free crackers on top and gluten free pasta and flour underneath.

The butter and flour

Unsalted butter lets you manage the seasoning, which matters since the cheese is already salty. Cooked together, the butter and flour make the roux that turns plain milk into a thick, smooth sauce. Measure the flour with care. Too little leaves the sauce runny, and too much makes it heavy and pasty after baking.

How I make it

Plan on roughly an hour start to finish, with just 20 to 25 minutes of actual work. Gather a big pot for the pasta, a medium saucepan for the sauce and a 9 by 13 inch casserole dish.

Step 1. Preheat and boil the pasta

Set the oven to 350F and rub butter all over a 9 by 13 inch dish. Bring a big pot of water to a boil, salt it well, and cook the macaroni 2 minutes shy of the al dente time printed on the box. Drain it thoroughly and leave it in the colander for now.

Step 2. Grate the cheese

While the pasta boils, grate both cheeses into a bowl and toss them to mix. Scoop out about 1 1/2 cups of the blend and keep it separate for the top. With the cheese ready, the sauce goes quickly and calmly.

Step 3. Cook the roux

Melt the butter in the saucepan over medium heat. Add the flour and keep whisking for about a minute, until it smells nutty and looks a bit like damp sand. That minute takes away the raw flour flavor.

Step 4. Turn it into cheese sauce

Pour in the milk a little at a time, whisking constantly so no lumps form. Keep at it until the sauce comes to a simmer and thickens enough to coat a spoon, 6 to 8 minutes. Lift the pan off the heat and season it with the salt, pepper, smoked paprika, garlic powder and ground mustard. Then add the larger pile of cheese in handfuls, letting each one melt before you add more.

If the sauce looks on the thin side right now, that is exactly right. It thickens as it cools a little and again in the oven while the pasta soaks it up. Taste it here as well. It should be boldly seasoned, nearly a little too salty, because the unseasoned noodles will soften that once everything is mixed.

A serving of creamy baked mac and cheese

Step 5. Mix and spread

Pour the sauce over the drained macaroni and stir until every elbow is coated. It should look loose and very saucy, almost like soup, and that is what you want. Spread it into the buttered dish and scatter the cheese you saved over the top.

Step 6. Top with buttered crumbs

Stir the panko together with the melted butter and parmesan in a small bowl until all the crumbs look damp. Sprinkle them evenly over the cheese.

Step 7. Bake, then wait

Bake the dish with no cover for 25 to 30 minutes, until the sides are bubbling and the crumbs are golden. Give it 10 minutes on the counter before serving so the sauce can settle and thicken.

Mac and cheese mistakes to avoid

  • Boiling the pasta all the way. Noodles that are already soft go mushy in the oven. Leave them a little firm.
  • Reaching for preshredded cheese. Bagged cheese is coated to keep it from clumping, which also keeps it from melting into a smooth sauce.
  • Melting the cheese over high heat. A hot burner makes cheese tighten and separate. Stir it in with the pan off the burner every time.
  • Skimping on sauce. If it looks perfectly creamy going into the oven, it will come out dry. Aim for extra saucy.
  • Leaving it in too long. Once the crumbs are golden and the sides bubble, take it out. More time only bakes the sauce away.

Planning ahead and leftovers

For holiday meals this dish is a gift, because you can put it together a day early and bake it whenever the oven opens up. Leftovers also pack beautifully into a warm thermos for lunch.

To get ahead, assemble the macaroni in its dish but leave off the crumbs. Wrap it well and refrigerate for up to 2 days. Scatter on the crumbs just before baking and give it 35 to 45 minutes, since it goes in cold.

Refrigerator

Cover the dish or move leftovers into airtight containers and keep them chilled for up to 4 days.

Getting ready to make creamy baked mac and cheese

Freezer

Wrap the assembled, unbaked pan without its topping in plastic and then foil and freeze it for up to 3 months. Let it thaw overnight in the fridge, add the crumbs and bake as the recipe says. Baked leftovers can be frozen in portions too, though they come out a bit softer.

Warming it up

Stir a little milk into leftovers to loosen them, then cover and warm them at 350F for 15 to 20 minutes. The microwave works too if you go 1 minute at a time and stir in between. That splash of milk brings the creamy texture right back.

Ways to switch it up

  • With bacon. Fold 6 slices of crisp, crumbled bacon into the pasta before it bakes.
  • Buffalo chicken style. Add shredded cooked chicken and a few spoonfuls of hot sauce, then finish with blue cheese crumbles.
  • With broccoli. Stir in 2 cups of steamed broccoli florets to bring some green to the pan.
  • Smoked Gouda. Use smoked Gouda in place of the Monterey Jack for a deeper, smokier dish.
  • Jalapeno popper style. Mix in chopped pickled jalapenos and a few ounces of soft cream cheese, then scatter more jalapenos over the top.

Every one of these begins with the same creamy sauce, and after you have it down, you have a whole collection of suppers and sides ready to go.

Creamy Baked Mac and Cheese ready to serve

What goes with it

Mac and cheese gets along with nearly everything, and with a vegetable or two it can stand as the main course. These are the pairings that land on our table most often.

When I carry it to a potluck or a church supper, I use a foil pan and wrap the whole thing in a couple of dish towels for the ride. It stays warm much longer than you would expect, and the pan almost always comes home empty.

  • Glazed ham or roast turkey for holiday spreads.
  • Pulled pork, ribs or smoked brisket for summer cookouts.
  • Fried or roasted chicken for a traditional Sunday plate.
  • Green beans, roasted broccoli or collards to offset all that cheese.
  • Coleslaw or a green salad for something cool and crunchy.
  • Meatloaf for the coziest weeknight dinner there is.

I hope this becomes the mac and cheese your family keeps asking for. Bake a big pan, grab a serving spoon and claim a corner piece first, because that is where all the crispy edges are.

Recipe

Creamy Baked Mac and Cheese

Elbow pasta folded into a smooth homemade sauce of sharp cheddar and Monterey Jack, then baked under buttery panko and parmesan. A family favorite side.

Prep20 mins
Cook40 mins
Total1 hr 10 mins
Servings10
Pin Recipe

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

  1. Set the oven to 350F and grease a 9 by 13 inch dish with butter. Boil the macaroni in salted water 2 minutes less than the box suggests, then drain well.
  2. Grate the cheddar and Monterey Jack, toss them together and save 1 1/2 cups for the top.
  3. In a saucepan on medium heat, melt the 6 tablespoons of butter. Add the flour, whisking, and let it cook about 1 minute.
  4. Whisk in the milk gradually and let it simmer 6 to 8 minutes, whisking, until thick. Off the heat, add the seasonings and melt in the rest of the cheese one handful at a time.
  5. Combine the sauce and pasta, spread it in the dish and top with the cheese you saved.
  6. Toss the panko with the melted butter and parmesan and sprinkle it over the cheese.
  7. Bake uncovered 25 to 30 minutes, until golden and bubbling. Let it stand 10 minutes, then serve.

Frequently Asked Questions

What is the secret to creamy baked mac and cheese?

Two things matter most. Boil the pasta about 2 minutes under al dente, and make a generous batch of sauce, because the noodles keep soaking it up in the oven. Grate your own cheese for a smooth melt and take the pan out as soon as the top is golden. A 10 minute rest lets the sauce settle without drying.

Why did my cheese sauce turn gritty?

Usually the cheese got too hot, or it came from a bag with an anti caking coating. Move the saucepan off the burner before adding any cheese, and add it in handfuls so each one melts gently. Cheese grated at home from a block melts far more smoothly than the preshredded kind.

Which cheeses should I use?

A mix gives the best result. Sharp cheddar supplies that big classic flavor, and a softer cheese such as Monterey Jack, Colby, fontina or Gouda makes the sauce silky. Parmesan over the crumbs adds a salty, nutty crunch. Using only very aged, hard cheese can make the sauce oily and less smooth.

Do I bake it covered or uncovered?

Uncovered, so the crumbs can crisp and brown. When reheating leftovers or baking a pan that went straight from the fridge, you can lay foil over it at the start, about 15 to 20 minutes, then remove the foil for the rest of the time so the top still gets golden.

Can I put it together a day early?

Absolutely, it is one of my favorite dishes to prep ahead. Build the whole pan without the crumbs, wrap it well and chill it for up to 2 days. When you are ready, let it sit out about 20 minutes, add the crumbs and give it 35 to 45 minutes at 350F, until it is hot and bubbling in the middle.