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Creamy Baked Macaroni and Cheese

Creamy baked macaroni and cheese with a from-scratch three-cheese sauce and a buttery panko topping. Elbow pasta is cooked al dente, coated in a thick, glossy cheese sauce, then baked until bubbly and golden.
Prep Time 15 minutes
Cook Time 30 minutes
Resting 5 minutes
Total Time 50 minutes
Servings: 8 servings
Course: Side Dish
Cuisine: American
Calories: 620

Ingredients
  

Pasta
  • 1 lb elbow macaroni For the pasta base of the dish.
  • 1 tbsp salt For salting the boiling water.
Cheese Sauce
  • 4 tbsp unsalted butter Used to make the roux and for richness.
  • 0.25 cup all-purpose flour Thickens the milk into a smooth sauce.
  • 3 cup whole milk The creamy liquid for the cheese sauce.
  • 1 tsp dry mustard powder Adds subtle tang and helps flavor the sauce.
  • 0.5 tsp garlic powder For savory depth.
  • 0.75 tsp salt Seasoning in the sauce.
  • 0.25 tsp black pepper Freshly ground if possible.
  • 2 cup shredded sharp cheddar cheese For a strong, melty flavor.
  • 1 cup shredded Gruyère cheese For nutty melt and stretch.
  • 0.5 cup shredded Parmesan cheese For salty, savory body.
Topping
  • 1 cup panko breadcrumbs Creates the crisp, golden top.
  • 2 tbsp unsalted butter, melted Tossed with panko for browning.
  • 0.25 cup shredded sharp cheddar cheese Sprinkled on top to deepen flavor.

Equipment

  • 1 sheet pan
  • 1 cast iron skillet

Method
 

Prep and bake setup
  1. Preheat the oven to 375°F and grease a 9x13-inch baking dish, ensuring the corners are coated so the baked mac releases easily.
Cook the pasta
  1. Bring a pot of salted water to a boil and cook the elbow macaroni until just al dente, about 1 minute less than the package directs.
  2. Drain the macaroni and set it aside while you make the cheese sauce so it stays firm enough to bake without over-softening.
Make the cheese sauce
  1. Melt the butter in a large saucepan over medium heat, stirring until it fully melts and looks glossy.
  2. Whisk in the flour and cook for 1 minute, stirring constantly, until it smells slightly toasted.
  3. Slowly whisk in the milk, then add the dry mustard powder, garlic powder, salt, and black pepper.
  4. Cook the sauce, whisking often, until thickened and smooth, about 5-6 minutes, with a spoonable consistency.
  5. Remove the saucepan from heat and stir in the cheddar, Gruyère, and Parmesan until melted and glossy.
Assemble and top
  1. Fold the cooked macaroni into the cheese sauce until fully coated, with no dry pasta visible.
  2. Pour the coated macaroni into the prepared baking dish and spread into an even layer.
  3. Toss the panko breadcrumbs with the melted butter and remaining cheddar until evenly moistened and crumbly.
  4. Sprinkle the panko topping evenly over the top so it bakes into a golden crust.
Bake and rest
  1. Bake at 375°F for 20-25 minutes, until bubbly and golden brown on top.
  2. Let the macaroni and cheese rest for 5 minutes so the sauce sets slightly and slices cleanly.

Notes

For the creamiest texture, cook the pasta just shy of al dente and bake until only the center is bubbling—overcooking the pasta will make it mushy. Store leftovers covered in the refrigerator for up to 3 days; reheat in a 325°F oven or microwave with a splash of milk to loosen the sauce. Freezing is not recommended because the dairy sauce can separate when thawed. For a dietary swap, use lactose-free milk and lactose-free cheddar/Gruyère/Parmesan to keep the same creamy, melty finish.