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Mac and Cheese

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Ultra-creamy and topped with crispy panko and herbs, this baked mac and cheese is a real crowd-pleaser.

Baking dish of partially-served macaroni and cheese.

Good homemade baked mac and cheese begins with al dente noodles and a rich sauce made from butter, flour, milk, and loads of shredded cheese. The noodles are tossed with the cheesy sauce, transferred to a baking dish, topped with crispy breadcrumbs, and then baked until bubbling and golden. Since I find most homemade mac and cheese recipes to be a bit dry, I developed this version to be ultra-creamy. The crispy panko and herb topping is inspired by the delicious mac and cheese served at Maple Ave, a little gem of a restaurant near my hometown – it absolutely makes the dish! The recipe serves four as a main dish and six as a side; if you’d like to double it for a crowd, bake the mac and cheese in a 9×13-inch dish and increase the cooking time to 30 to 35 minutes.

What you’ll need to make mac and cheese

mac and cheese ingredients

I use three different kinds of cheese in this recipe: Gruyère, extra-sharp Cheddar, and Parmigiano-Reggiano. Using more than one type of cheese adds dimension to the dish.

Be sure to use an authentic Swiss-made Gruyère that bears the AOP (Appellation d’Origine Protégée) seal, which shows that the cheese is made according to government-mandated quality standards. Similarly, it’s important to use authentic Parmigiano-Reggiano, which has a lot more flavor than domestic Parmesan. You can tell if it’s the real deal by the rind, which should be embossed with the name over and over. (If the cheese is already grated, it should be labeled “Parmigiano-Reggiano,” not “Parmesan.”)

I go the traditional route with the pasta and use elbow macaroni, but any pasta that has lots of nooks and crannies will work nicely.

Step-by-Step Instructions

Step 1: Boil the Noodles

Bring a large pot of salted water to a boil. Add the pasta and cook until al dente, or just slightly underdone. (It will continue to cook in the oven so you don’t want it fully cooked.) Drain well and rinse with cold water.

Drained noodles in a sieve.

Step 2: Make the Cheese Sauce

Meanwhile, melt 3 tablespoons of the butter in a medium (2-quart) pot over low heat and add the flour.

adding flour to melted butter to make roux

Stir with a whisk until the flour is combined. This mixture is called a roux.

Whisking roux in a pan.Continue cooking, whisking constantly, for 2 minutes. The roux will look foamy.

Roux bubbling in a pan.

While whisking constantly, pour in the milk. Bring to a boil, then reduce the heat to low and cook for a few minutes more, until thickened and smooth. This French “mother sauce” is known as béchamel, or a sauce made from a white roux and milk.

adding milk to roux

Off the heat, add the Gruyere, Cheddar, 1/4 cup Parmigiano-Reggiano, salt, pepper, and nutmeg.

adding cheese to sauce

Whisk until the cheese is completely melted; if necessary, place the pan back over low heat but do not boil. The finished cheese sauce is known as Mornay sauce, or a béchamel sauce to which shredded or grated cheese is added.

whisked cheese sauce

Step 3: Combine the Noodles with the Sauce

Add the cooked pasta to the sauce.

adding pasta to cheese sauce

Stir to combine. It will seem way too soupy and creamy – that’s okay, that’s what you want!

pasta stirred with cheese sauce

Pour into a buttered 2-quart baking dish and set aside.

pasta and sauce in baking dish

Step 4: Prepare the Crispy Topping

In a small sauté pan over medium heat, melt the remaining tablespoon of butter and add the panko.

cooking panko in skillet

Cook, stirring often, until golden brown, and then stir in the herbes de Provence or thyme. This step of browning the panko may seem unnecessary — you’d think it would brown in the oven — but I find it needs a head start on the stove to get really golden and crispy.

adding herbs to golden pankoStep 5: Bake

Sprinkle the toasted panko over the pasta and cheese sauce, followed by the remaining 2 tablespoons Parmigiano-Reggiano.

mac and cheese ready to bake

Bake for 25 to 30 minutes, or until bubbly and golden brown.

baked mac and cheeseServe warm out of the oven and enjoy. (Note: this recipe was originally posted on the blog in 2009 and updated in November of 2018. To download the original recipe, click here.)

Dish of partially-served macaroni and cheese.

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Mac and Cheese

Ultra-creamy and topped with crispy panko and herbs, this baked mac and cheese is a real crowd-pleaser.

Servings: 4 as a main course, 6 as a side dish
Prep Time: 30 Minutes
Cook Time: 30 Minutes
Total Time: 1 Hour


  • ½ pound (8 ounces) macaroni, cavatappi or penne pasta
  • 4 tablespoons unsalted butter, divided, plus more for greasing the pan
  • ¼ cup all purpose flour
  • 2½ cups whole milk
  • 6 ounces Gruyere, grated (about 2 cups)
  • 4 ounces extra-sharp Cheddar, grated (about 1 cup)
  • ¼ cup plus 1 tablespoon grated Parmigiano-Reggiano
  • ½ teaspoon salt, plus more for the pasta water
  • ¼ teaspoon ground black pepper
  • ⅛ teaspoon ground nutmeg
  • ½ cup panko bread crumbs
  • ½ teaspoon herbes de Provence or dried thyme


  1. Preheat the oven to 375°F and set an oven rack in the middle position. Grease a 2-qt baking dish with butter.
  2. Bring a large pot of salted water to a boil. Add the pasta and cook until al dente, or just slightly underdone. (It will continue to cook in the oven so you don't want it fully cooked.) Drain the pasta and rinse it with cold water.
  3. Meanwhile, melt 3 tablespoons of the butter in a medium (2-quart) pot over low heat. Add the flour and cook for 2 minutes, stirring with a whisk. While whisking, gradually add the milk. Bring to a boil, then reduce the heat to low and cook, uncovered, for a few minutes more, until thickened and smooth. Off the heat, whisk in the Gruyere, Cheddar, ¼ cup Parmigiano-Reggiano, salt, pepper, and nutmeg. (If the cheese doesn't fully melt off the heat, it's okay to place the pan back over low heat, but do not let the sauce boil.) Add the cooked pasta and stir well. It will be very soupy; that's good. Pour into the prepared baking dish and set aside.
  4. In a small skillet over medium heat, melt the remaining tablespoon of butter. Add the panko and cook, stirring often, until golden brown. Stir in the herbes de Provence or thyme. Sprinkle the toasted panko mixture over the pasta and cheese sauce, followed by the remaining tablespoon Parmigiano-Reggiano. Bake for 25 to 30 minutes, or until bubbly and golden brown.
  5. Note: To reheat leftovers, cover with aluminum foil and warm in a 300°F oven. Do not microwave.
  6. Freezer-Friendly Instructions: This can be frozen unbaked for up to 3 months. When you’re ready to cook it, defrost in the refrigerator for 24 hours, then proceed with the baking instructions in the recipe.

Pair with

Nutrition Information

Powered by Edamam

  • Per serving (4 servings)
  • Calories: 807
  • Fat: 45 g
  • Saturated fat: 26 g
  • Carbohydrates: 62 g
  • Sugar: 10 g
  • Fiber: 2 g
  • Protein: 38 g
  • Sodium: 760 mg
  • Cholesterol: 130 mg

This website is written and produced for informational purposes only. I am not a certified nutritionist and the nutritional data on this site has not been evaluated or approved by a nutritionist or the Food and Drug Administration. Nutritional information is offered as a courtesy and should not be construed as a guarantee. The data is calculated through an online nutritional calculator, Edamam.com. Although I do my best to provide accurate nutritional information, these figures should be considered estimates only. Varying factors such as product types or brands purchased, natural fluctuations in fresh produce, and the way ingredients are processed change the effective nutritional information in any given recipe. Furthermore, different online calculators provide different results depending on their own nutrition fact sources and algorithms. To obtain the most accurate nutritional information in a given recipe, you should calculate the nutritional information with the actual ingredients used in your recipe, using your preferred nutrition calculator.

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  • Love your recipes! I made this mac and cheese (2 pans in fact). Made it exactly as directed but it was dry and tasted like it needed more seasoning. I double-checked ingredients and am convinced I didn’t deviate from recipe. What did I do wrong?

    • — Susan on April 28, 2024
    • Reply
    • Hi Susan, I’m sorry you found it dry! If you made no deviations from the recipe, is there a chance that your oven may run hot? You can find suggestions online for how to check it. And regarding the seasoning, it may just be that your palate is a bit different and you require a bit more seasoning. If you try it again, I’d suggest using just a touch more of each one.

      • — Jenn on April 29, 2024
      • Reply
  • Over the years I have tried many mac and cheese-liking none. This is a 5 star hit. Great make ahead and excellent reheat.
    Everyone loves it (and I also enjoy all your recipes)

    • — Kathy on March 29, 2024
    • Reply
  • Not rating this because I made it with cheddar and Monterey Jack, sauteed shallots & celery. That said, proportions on cheeses and sauce ingredients was spot on. Al dente macaroni with the sauce came out perfectly done; creamy & delicious! LOVED the panko topping. I’ll try the cheeses in this recipe next time.

    • — Ellen S on March 25, 2024
    • Reply
  • 😊Hi Jenn,
    I would like to double the portion size of your Mac and cheese recipe. Do I double all the ingredients?
    Thank you for sharing your gift of cooking.

    • — Doris on February 18, 2024
    • Reply
    • Yes, you could double all the ingredients (and glad you like the recipes)! 😊

      • — Jenn on February 18, 2024
      • Reply
  • I usually make mac and cheese when I have blocks of cheese in the fridge to use up. This time I had smoked swiss, cheddar and gruyere. The magic of this recipe is that the pasta finishes cooking in the baking dish and absorbs all the flavors. So many mac and cheese recipes are dry and rubbery but this one is creamy. For those who think it’s bland the addition of granulated garlic, dry mustard and smoked paprika and a sprinkle of parmesan or romano adds flavor. Panko crumbs on top are crispy and add a nice texture to the dish.
    I always taste the sauce before I mix in the pasta taking into account that the pasta itself is bland and needs a nice counterpoint of flavor. This mac and cheese checks all the boxes.

    • — Marilyn S on January 16, 2024
    • Reply
  • This is the best macaroni and cheese recipe! Made it for Christmas dinner and everyone said it was their favorite thing on the menu!

    • — Jenni on December 28, 2023
    • Reply
  • I want to make this ahead of time. Do I freeze it before or after baking?

    • — Diane Buckley on November 29, 2023
    • Reply
    • I’d freeze it before baking. Enjoy!

      • — Jenn on November 30, 2023
      • Reply
  • Jenn—I think this is OK, but can I make it up to the bake stage and then put it in the fridge? Bake tomorrow?
    Or should I go ahead, bake it now and reheat?
    Thanks in advance and Happy Happy Thanksgiving! There are three of your dishes headed to dinner tomorrow!

    • — Cristina on November 22, 2023
    • Reply
    • Hi Cristina, You could go either way but if you have oven space the day of Thanksgiving, I would make it up to the bake stage and refrigerate, then cook the next day.

      • — Jenn on November 23, 2023
      • Reply
  • I’ve never really been a Mac & Cheese person, but this is by far the best I’ve ever had. So full of flavor. My family loves it & requests it all the time!

    • — Evonne Beedie on November 17, 2023
    • Reply
  • I have been trying to find the one and only mac and cheese and have never been successful. However, this is IT! The cheese combo was what i was looking for and the panko crunch was perfect. This is a keeper and going in my recipe box. Jenn your recipes never let me down! They are always a hit and make me look like a great chef! I look forward to testing more of your excellent recipes!

    • — Mary Ann on November 10, 2023
    • Reply
  • This was the best mac and cheese I’ve ever had, Thank you! Yum!

    • — Vickie Kristan on March 27, 2023
    • Reply
  • Did I make a mistake? I used the recommended amounts of milk and cheese yet the finished Mac and cheese was goopy with melted cheese. Even though cheese melted in milk, it seemed to overwhelm the dish.

    • — Cyndee J on February 16, 2023
    • Reply
    • That’s strange — did you use 8 ounces of pasta? Did you use whole milk?

      • — Jenn on February 16, 2023
      • Reply
    • The only substitution I made was replacing sharp cheddar with mild cheddar. The overall result was bland and flavorless. It was disappointing and I will not attempt again.

      • — Kathy M. on June 19, 2023
      • Reply
  • This is simple, straight forward and DELICIOUS! My all time favourite Mac and Cheese. I always double the recipe and freeze half for later or to give away.

    • — Mary-Martha Flood on January 27, 2023
    • Reply
  • Can I use skim milk instead of whole?

    • — B on December 27, 2022
    • Reply
    • Technically skim milk will work here, but it won’t be nearly as creamy. If you feel comfortable using 2% milk, I would encourage that. Hope that helps!

      • — Jenn on December 28, 2022
      • Reply
  • Thanks for your fantastic no-fail recipes. Yours is my favorite recipe website. For the size of the baking dish I see different information in the recipe and the comments: 2-quart dish; square dish 8 x 8 not 9 x 9; and Emile Henry 11 x 7 dish. My 2-quart dish that is 8 x 8 is about twice as deep as the dish in the picture looks, so I am a little worried. Although maybe I’m just misjudging the picture. Can you please clarify? Thank you.

    • — Ellen Mac on December 5, 2022
    • Reply
    • Hi Ellen, sorry for any confusion. A 2-quart square baking dish is 8 x 8 so you’ve got the right size. A round 2-quart dish is 9 inches in diameter. If you have an 8 x 8, I wouldn’t worry about the depth — it won’t affect how the recipe comes out. Hope that clarifies!

      • — Jenn on December 6, 2022
      • Reply
  • Looks delicious. Just want to make sure I can make this a day ahead if i want to make it for Thanksgiving ?

    • — Paula N on November 14, 2022
    • Reply
    • Yep – enjoy!

      • — Jenn on November 15, 2022
      • Reply
      • Can I assemble it in the morning (put it in the fridge) and bake it in the late afternoon, so it’s fresh for dinner?

        • — Robin on October 19, 2023
        • Reply
        • Sure, Robin, that should work. Enjoy!

          • — Jenn on October 19, 2023
          • Reply
  • Can this be assembled, covered with foil and placed in the fridge the day before baking?

    We are going to cook your Rolled Turkey Breast w stuffing ahead of time. Trying to make most food ahead of time this year so I have more time with out of town family.


    • — Dorothea on November 13, 2022
    • Reply
    • Sure, Dorothea, that should be fine. Enjoy!

      • — Jenn on November 14, 2022
      • Reply
  • Jenn, this Mac and Cheese recipe is divine! I make it often for my family. I took it to a dinner party last night and it was an absolute hit with all of the adults and children. Gone in minutes and I doubled the recipe! Your recipes are so easy to follow because of your attention to detail in the instructions. Thank you! I am so glad that I stumbled upon your site.

    • — The Kitchen Lady on October 30, 2022
    • Reply
  • My one and only mac n cheese recipe I need. My family loves when I make it!

    • — Marjorie on October 26, 2022
    • Reply
  • Good but not great. Some steps were not necessary and made it heavier than needed – no need to butter the baking pan as the roux/bechamel sauce already has butter, and toasting the panko bread crumbs with butter since the panko already has oil in it. I knew what I was signing up for making a decadent dish but skipping these steps would have been fine for my personal taste 🙂 I also felt like it was bland and lacking in flavor – added paprika to the panko bread crumbs, dash of garlic powder, and peas & hot sauce on top.

    • — Michelle on October 16, 2022
    • Reply
  • Hi Jenn, I plan to make this soon and freeze it for Thanksgiving. The instructions for freezing say make and freeze up to 3 months then bake. Should I wait to put the Panko topping on until right before baking? I really appreciate your notes and make ahead/freeze directions…you don’t miss a thing! 🙂

    • — Sharon on October 5, 2022
    • Reply
    • Hi Sharon, You can freeze with the topping (and so glad you like the recipes)!

      • — Jenn on October 6, 2022
      • Reply
  • could this be heated up in a crock pot? panko could be sprinkled on right before serving it.

    • — Kathleen on September 13, 2022
    • Reply
    • Hi Kathleen, I wouldn’t cook this in a crock pot, but I think you could reheat it. And you can sprinkle the panko mixture on top before serving, but it won’t be as crispy as it would be if cooked in the oven. Hope that helps and that you enjoy!

      • — Jenn on September 14, 2022
      • Reply
  • This is the best mac and cheese I’ve ever had. It is so flavourful and the spice added to the topping just adds another dimension of wonderful flavour. It’s sooo creamy too! I made it a day ahead of serving it, put it in the fridge, and baked it the day of a party. When I took it out of the fridge prior to cooking it, it looked kind of solid and as if it would be dry. But it was so creamy and perfect once cooked. People said it was amazing. I say it’s amazing. Thank you so much for this perfect recipe:)

    • — Laura K. on July 30, 2022
    • Reply
  • Can I use fresh thyme instead of dried on the topping?

    • — Pam on June 16, 2022
    • Reply
    • Sure, but you’ll need more. I’d use 1.5 teaspoons. Enjoy!

      • — Jenn on June 16, 2022
      • Reply
  • Can I use any 8 x 8″ or 9 X 9″ square baking dish?

    • Hi Dorthea, I’d use an 8 x 8-inch dish. Hope you enjoy!

  • Hi Jenn! You note that you’ve updated this recipe. What is different from the original? ( I made the “original” and it was outstanding! Can’t imagine how it would be improved upon!)

    Also, how many days ahead can I make this and refrigerate before baking? Is two days in the fridge too long?

    • Hi Susanne, I added just over 1/4 cup of Parmigianno-Reggiano, cut back the nutmeg from 1/4 tsp. to 1/8 tsp., called for panko instead of making your own bread crumbs, and added 1/2 tsp. of herbes de Provence. Assembling this up to two days ahead is fine, but I wouldn’t push it any longer than that (and put the bread crumb mixture on top right before baking). Hope that helps!

  • I used seriously stinky raclette instead of cheddar and it was fabulous. Also I put about 6 oz of chopped cooked spinach in with the pasta and sauce mix which was very welcome. What a great recipe. I especially loved the crispy Panko and Parmesan topping. The only suggestion I have is to also include grams in the recipe because not everybody goes by the ounces system, and it’s hard to measure my butter in tablespoons because it comes in half kilo blocks.

    • Hi Dianne, Glad this was a hit! And the great majority of my recipes (including this one) include conversions to metric/weight measurements. To view them, scroll down to the recipe, and immediately under the recipe title on the right side, you’ll see a little toggle. If you move it from “cup measures” to metric, you’ll see measurements that will work for you. Hope that helps!

  • I paired this with your amazing fried chicken tenders and your honey mustard dipping sauce and garlic bread and what a hit! Thank you!!!

  • This is the BEST. I’ve been trying to find the perfect, ultra creamy mac and cheese and I have found it! Thank you! My husband and I almost ate the whole pan it was so good. I didn’t follow the cheeses you listed and used what I had on hand instead (gouda, sharp cheddar, parmesan) but I think you could easily change this recipe up with any cheese. I also used preseasoned breadcrumbs which made it quick and easy.

  • First time making any type of home made Mac n cheese. Even this Wisconsin kid is impressed. Didn’t disappoint! Shared with a few friends as well!


  • I have made this recipe many times and it’s always a hit. I’ve also frozen it and reheated as directed and it’s equally delicious. Thanks for the advice not to reheat in the microwave. I did try it once, and you are right! It’s much better to reheat in the oven. (In the rare case there are leftovers!)

  • Jenn,
    What size pan does this recipe use? What size pan is the Emile Henry?
    Thank you!

    • Hi CJ, that’s an 11 x 7-inch pan.

  • Hi. I am a huge fan! I have both of your cookbooks and your website is my favorite resource for recipes and learning how to cook.
    I have a question. Can this recipe be doubled and baked in one pan to feed a large crowd?

    • — Kelly Harrison
    • Reply
    • Yep, the bake time may be a bit longer…and so glad you enjoy the recipes! 🙂

  • I am serving a vegetarian meal. Would you serve mac and cheese with garlic bread made with your recipe?


    • Hi Elizabeth, The mac and cheese and garlic bread sound really carb-heavy, so I would probably go with a salad instead. Hope that helps!

  • Looks delicious! Curious if you can make it without the panko? Feel like the panko may make it too heavy with everything else I plan to serve for Christmas!

    • Sure, it would be fine to omit the panko. Keep in mind that the top of the pasta will get a little crispy.

  • Thanks Jenn!
    I’m sure it will be another Once Upon A Chef recipe the family will love!

  • Hi Jenn,
    The mac and cheese recipe calls for 6 ounces of Gruyere cheese (about 2 cups) but 6 ounces equals approximately 3/4 of a cup. Also calls for 4 ounces of Cheddar (about 1 cup) but 4 ounces equals 1/2 a cup. Wondering which measurements I should use? Thanks, Lynda

    • Hi Lynda, the ounces you see in the recipe refer to weigh,t not volume. So if you were to weigh the Gruyere, it would come out to 6 ounces. Same goes for the cheddar – if you were to weigh what you needed, it would come out to 4 ounces. Hope that clarifies and that you enjoy!

      • Can you just put it in cups instead of ounces. I’m not very good at converting.

        • — Nancy Oliver on December 11, 2023
        • Reply
        • Hi Nancy, the ingredients have the cup equivalents for all three of the cheeses. Hope you enjoy if you make it!

          • — Jenn on December 11, 2023
          • Reply
    • Maybe this will help also……This is an excerpt from the Wisconsin Cheese website on measuring CHEESE accurately: “Weight vs. Volume -If you love cheese as much as we do, you’ll want the most accurate measurements possible. For cheese, that measurement is weight (ounces, grams). But what if your recipe only gives a volumetric measurement like cups, or if you don’t have a food scale? In that case we have some useful rules of thumb for you to follow, depending on the type of cheese you’re using. When it comes to measuring cheeses accurately, it’s all about the type of cheese.
      Soft cheeses are heavier per cup, while hard cheeses are lighter. Here’s what we recommend:
      • Soft or crumbly cheeses (e.g. feta or blue) 1 cup = 6 ounces
      • Semi-hard cheeses (e.g. cheddar or Havarti) 1 cup = 4 ounces
      • Hard cheeses (e.g. parmesan or asiago) 1 cup = 3 ounces

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