Baked Mac and Cheese
- By Jennifer Segal
- Updated September 13, 2026
- 479 Comments
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This baked mac and cheese recipe has a creamy three-cheese sauce and a crisp, golden topping. It’s loved by kids and grown-ups alike.

This baked mac and cheese is everything the classic should be: ultra-creamy and cheesy on the inside, with a crisp, golden panko topping. The trick to getting it just right comes down to two things: plenty of cheese sauce, made with extra-sharp cheddar, Gruyère, and Parmigiano-Reggiano for more depth of flavor, and slightly undercooked pasta, which finishes cooking and absorbs some of the sauce in the oven.
But what really sets this mac and cheese recipe apart is the crispy panko and herb topping, inspired by a “fancy” mac and cheese I once enjoyed at a restaurant. Rather than relying on the oven to brown the breadcrumbs, I toast them in butter first, which guarantees a crunchy, golden crust.
This dish just as at home on a holiday table as it is for a cozy family dinner. And for easy entertaining, it can be assembled ahead of time and baked just before serving.
“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!”
What You’ll Need To Make Homemade Mac and Cheese

- Macaroni, cavatappi, or penne pasta: Elbow macaroni is traditional, but any short pasta with plenty of nooks and crannies to catch the creamy cheese sauce works well. Cavatappi is another favorite because its ridges and twists hold onto the sauce beautifully.
- Unsalted butter: Forms the base of the roux and is also used to toast the panko topping. Using unsalted butter gives you better control over the seasoning.
- All-purpose flour: Combines with the butter to make a roux, which thickens the milk into a smooth béchamel and gives the cheese sauce its creamy consistency.
- Whole milk: I prefer whole milk here for the richest, creamiest sauce. Low-fat milk will work, but the finished sauce won’t be quite as rich.
- Gruyère, extra-sharp Cheddar, and Parmigiano-Reggiano: Using three cheeses instead of one gives the sauce more depth of flavor. Gruyère is nutty and melts beautifully, extra-sharp Cheddar adds that classic mac-and-cheese flavor, and Parmigiano-Reggiano brings a salty, savory note. For the smoothest sauce, grate the cheeses yourself rather than using pre-shredded cheese.
- Nutmeg: Just a pinch is traditional in béchamel-based sauces; you won’t really taste it, but it adds warmth and brings out the flavor of the cheese.
- Panko breadcrumbs: Their light, flaky texture makes a much crispier topping than ordinary breadcrumbs. Toasting them in butter before baking guarantees a golden, crunchy crust.
- Herbes de Provence or dried thyme: The herbs give the buttery panko topping a savory, aromatic note.
- Jump to the printable recipe for precise measurements
How To Make Baked Mac And Cheese
Boil the noodles: Cook the pasta until it is just shy of al dente. It should still have a little firmness in the center, since it will continue to cook in the oven and absorb some of the cheese sauce as it bakes. Drain well and set aside.

Make the cheese sauce: Start by cooking the butter and flour together to form a smooth roux. Gradually whisk in the milk, and cook until it thickens into a creamy sauce. Whisk in the Gruyère, Cheddar, and Parmigiano-Reggiano along with the seasonings. Once the cheeses have melted, the sauce should be silky, smooth, and thick enough to coat a spoon. This cheese-enriched béchamel is known as a Mornay sauce.




Assemble: Stir the cooked pasta into the cheese sauce until every piece is well coated. The mixture will look very loose and saucy at this point—almost excessively so—but that is exactly what you want. The pasta will absorb some of the sauce as it bakes, which is what keeps the finished mac and cheese creamy rather than dry. Transfer the mixture to the baking dish and spread it into an even layer.


Prepare the crispy topping: Toast the panko in butter until it begins to turn golden, then stir in the herbs. Giving the breadcrumbs a head start on the stovetop ensures they become deeply golden and crisp in the oven without having to overbake the mac and cheese. Scatter the toasted panko and more Parmesan cheese evenly over the pasta.


Bake: Bake the mac and cheese until the sauce is bubbling around the edges and the topping is crisp and golden. Let it rest briefly before serving so the sauce can settle slightly while remaining creamy. Enjoy!

What To Serve with Mac And Cheese
Baked mac and cheese can be served as a main dish with a simple green salad or roasted vegetables, or as a side with comfort-food favorites like meatloaf, barbecue chicken, pulled pork, or ribs. It’s also a natural fit for holiday meals alongside ham or turkey.
Video Tutorial
More Cheesy Pasta Recipes
Baked Mac and Cheese
Ingredients
- 16 oz macaroni, cavatappi or penne pasta
- ½ cup (1 stick) unsalted butter, divided, plus more for greasing the pan
- ½ cup all-purpose flour
- 5 cups whole milk
- 12 oz Gruyere, shredded (about 4 cups)
- 8 oz extra-sharp Cheddar, shredded (about 2 cups)
- ⅔ cup grated Parmigiano-Reggiano
- 1 teaspoon salt, plus more for the pasta water
- ½ teaspoon freshly ground black pepper
- ¼ teaspoon ground nutmeg
- 1 cup panko breadcrumbs
- 1 teaspoon herbes de Provence or dried thyme
Instructions
- Preheat the oven to 375°F (190°C) and set an oven rack in the middle position. Grease a 9 x 13-in (23 x 33-cm) baking dish with butter.
- 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.
- Meanwhile, melt 6 tablespoons (84 g) of the butter in a medium 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, ½ cup (50 g) of the 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.
- In a small skillet over medium heat, melt the remaining 2 tablespoons 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 Parmigiano-Reggiano (about 2½ tablespoons). Bake for 30 to 35 minutes, or until bubbly and golden brown.
Notes
- To reheat leftovers, cover with aluminum foil and warm in a 300°F (150°C) oven. Do not microwave.
- Make-Ahead/Freezing Instructions: The mac and cheese can be assembled up to 1 day ahead of time and refrigerated, or frozen unbaked for up to 3 months. To bake, thaw it in the refrigerator for 24 hours, then follow the baking instructions in the recipe.
Nutrition Information
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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I usually like the recipes on Once Upon a Chef but, unfortunately, no one in my family liked this recipe. The Gruyere was too strong. The sauce also thickened too much. I thought I followed directions exactly. I spent a lot of money on expensive cheese for this to be disliked and half of it thrown down the disposal, even after trying to add more milk and other cheeses to “fix it”. 😢😭
Hello, I noticed you are using white extra sharp cheddar, I purchase the yellow extra sharp cheddar. Will this work?
Definitely!
My grandson’s all-time favorite food is Mac& Cheese. He’s 20 now, so as you can imagine, I’ve made many different recipes. I found this recipe a year ago, and it has become his all-time favorite. The problem is that now everyone loves mac & cheese, grandkids and grown-ups, and he gets “mad” because they’re eating “his” mac and cheese. I’m making some today because he’s coming over to help put a walkway down in my garden, and I am making enough for him to take back to his college apartment when he has to leave tomorrow. This is a 10-star recipe.
Jen, I haven’t made this yet.
Would a mixture of Havarti with Cheddar work (replacing the Gruyere) — and if so, what proportions do you suggest? I will still add the same amount of Parmigiano Reggiano.
Hi Patty, yes, you can; just keep in mind that the flavor will be a little bit different. I’d probably use 2 additional cups of cheddar and 2 cups of Havarti. Just make sure to use an extra-sharp cheddar. Hope you enjoy!
I spent $45.00 on the ingredients and spent 1.5 hours making for Seven people this Thanksgiving. It was the bomb. Meaning it bombed. They made sure I took the leftovers home in which was about 85% of what I made. Nobody liked it.
I followed the directions exactly but it was bland and it was a little dry. So I can’t not leave a good review.
Sounds like you probably didn’t salt your pasta water well or the rest of the dish. You should season to taste. Following a recipe to the T, especially with pasta, means you’re not seasoning properly. It’s literally pasta, cheese and milk. There’s not a lot that can go wrong unless you’re not salting properly.
Hi Jen! Looking to make this for tomorrow, but it seems like a really large portion. I believe you mentioned that this originally was everything in half? And then cook it in a 8×8 for the same amount of time? And just wait to add the breadcrumbs until before baking?
Hi Jen, yes to all three of your questions. Enjoy!
Thank you! One more question for you… My sauce wasn’t that soupy I might have let the milk reduce a little bit too much. It’s in the fridge now, but should I add a little more milk before baking? Or just leave it as is? Thank you as always for being so responsive. I love your website.
Hi Jen, I’m obviously weighing in too late to help, but although the sauce didn’t seem all that soupy, I suspect it turned out fine. Is that correct?
Hi Jen! I love this recipe just as it is! Unfortunately, my kids don’t care for the taste of Gruyère. Could I use all Cheddar instead of Gruyère? If so, should I still use Parmigiano-Reggiano? Which kind of Cheddar would be best? Thank you! Happy Holidays!
Hi Nicole, so glad you like it! Yes, it’s fine to use all cheddar and I’d still would use the Parmesan Reggiano. I’d suggest going with extra-sharp cheddar here, but if your kids are a bit picky, you may want to to go with something more mild.
Hi Jen,
I do not have whole milk, but just skim milk. I do have whipping cream. Could I mix them both together?
Sure, Donna, that should work. Enjoy!
Hi Jen. Can I make one day ahead? Thanks
Sure, Rose, that’s fine. Enjoy!
Can you make this the day before and reheat on thanksgiving day? How can you maintain the texture/gooeyness?
Yes, that’s fine. As long as you cover it before reheating, it should maintain its texture. Enjoy!
Hi! Want to do this for Thanksgiving but can I prep Wednesday and bake on Thursday? Wil it be just as good?
Hi Jen, it will be just as good if you assemble it a day ahead; just wait to add the breadcrumbs until right before you put it in the oven.