This easy Baked Macaroni and Cheese is rich, creamy, full of flavor, and topped with buttery, crispy panko breadcrumbs. Serve it as a main dish or as a side dish!
Friends, when it comes to comfort food, it doesn't get much better than homemade baked mac and cheese. And besides the ooey-gooey, indulgent deliciousness, the best part is that it's easy to make and ready in under an hour!
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My version is what I would call a bit of a kicked-up baked macaroni and cheese. I add a few extra ingredients to make it even more delicious.
I start with sautéed onions, which add such great flavor to so many things, including this cheese sauce. Try it and see for yourself.
Speaking of cheese, I use two kinds here: extra-sharp cheddar (a must-have for macaroni and cheese, in my opinion) and Gruyère, which is nutty and similar to Swiss but so much better. It's a winning combination!
And I add some heavy cream in addition to whole milk for extra richness and creaminess.
Then I add a few spices to the cheese sauce: garlic powder, dry ground mustard, nutmeg, and cayenne pepper. See how we're building that extra flavor?
Combine that luscious cheese sauce with macaroni, top it all off with more cheese and some buttery seasoned panko breadcrumbs, and then bake until bubbly. Hungry yet?
Ingredients You Need
Note: Ingredient amounts are in the recipe card at the bottom of the post.
- Elbow macaroni
- Butter (some to make the cheese sauce; some melted for the breadcrumb topping; plus a little extra for buttering the baking dish)
- Onion
- All-purpose flour
- Whole milk
- Heavy cream
- Garlic powder
- Dry ground mustard
- Nutmeg
- Cayenne pepper (optional; just a pinch for some mild background heat; this dish is not hot/spicy)
- Extra-sharp cheddar cheese (yellow or white; freshly grated/shredded)
- Gruyère cheese (freshly grated/shredded)
- Seasoned panko breadcrumbs
- Salt and pepper
How to Make Baked Macaroni and Cheese
Note: This is just a brief overview of the steps. For the full printable recipe with ingredient amounts and detailed instructions, please go to the recipe card at the bottom of the post.
1: Cook the macaroni to al dente in boiling, generously salted water as per the package instructions. Drain, rinse with cold water and drain well; set aside.
2: Melt butter in a medium saucepan over medium heat. Add the onions and cook, stirring occasionally, until softened.
3: Add the flour, stir until well combined. Cook, stirring, for one minute.
4: While whisking constantly, slowly add the milk and heavy cream. Continue whisking until the mixture is well combined.
5: Add the garlic powder, dry ground mustard, nutmeg, cayenne pepper (if using), salt and pepper; stir to combine.
6: Increase the heat and bring the mixture to a boil, stirring frequently. Then reduce the heat and simmer, stirring frequently, until the mixture has thickened.
7: Turn off the heat. Add the cheddar and Gruyère cheeses; stir until the cheese is completely melted. Taste and adjust the seasonings if needed.
8: Add the macaroni; stir until well combined.
9: Transfer the macaroni mixture to a buttered (or sprayed) 8x8x2-inch baking dish.
10: Top with additional cheddar and Gruyère cheeses.
11: In a small bowl, mix together the melted butter and panko breadcrumbs until well combined, then evenly sprinkle the breadcrumbs over the top.
12: Bake in a preheated 350°F oven for 20 to 30 minutes or until bubbly and the breadcrumbs are just very lightly golden brown. Serve immediately and enjoy!
Recipe Tips
- Be sure to generously salt your pasta cooking water so that your pasta tastes good. Otherwise, your mac and cheese could end up rather bland.
- Only cook the pasta to al dente. It will continue to cook in the oven, so you don't want it to end up overcooked and mushy.
- Grate/shred your own cheese for a smooth sauce. Pre-shredded cheese often has anti-clumping agents which can affect the way the cheese melts and can leave you with a grainy-textured sauce.
- Due to the short baking time, the panko breadcrumbs won't get a whole lot of color on them, but they're still nice and crispy.
- Serve fresh from the oven for the absolute best baked macaroni and cheese; this is when it's wonderfully creamy and the topping is nice and crisp. As it cools down, the cheese sauce begins to firm up and the breadcrumbs can start to lose their crispiness.
Substitutions & Variations
- If you're not into onions, you can leave them out.
- Use a different pasta shape, such as small or medium shells, cavatappi, gemelli, rotini, etc.
- You can omit the heavy cream and use all whole milk instead (use 2½ cups of milk).
- If you're not into Gruyère cheese, you can use all extra-sharp cheddar. Or you can experiment and change up the cheeses. Use one kind or a combination; just be sure to use cheese that melts well and tastes really good.
- You can omit any or all of the spices if you'd prefer.
- Regular breadcrumbs can be used instead of panko; they just won't be as crispy. You can also use plain panko instead of seasoned.
- Make it a meal by adding some cooked shredded chicken and cooked broccoli (mix them into the sauce with the macaroni). You can try other protein and veggies combinations as well. Delicious!
Leftover Storage & Reheating
Store leftovers covered or in an airtight container in the refrigerator for up to 3 to 4 days.
To reheat, put the desired amount of macaroni and cheese in a baking dish, cover with foil, and bake in a preheated 325°F oven until heated through. You can add a splash or two of milk to the bottom of the baking dish before adding the mac and cheese to prevent dryness if you'd like.
You can also reheat it in the microwave in a microwave-safe dish (uncovered).
Leftover baked macaroni and cheese won't be quite as creamy as it was when it was fresh from the oven, and the breadcrumbs will have lost most or all of their crunch...but it's still very delicious!
Serving Suggestions
The great thing about this baked mac and cheese is that you can serve it as a meatless main dish or as a side dish (it goes great with just about any meat, such as chicken, turkey, beef, pork, etc.).
When serving this as a main dish, I like to pair it with a fresh, crisp green salad with lots of veggies like my Italian Tossed Salad, or with a generous side of green veggies such as oven-roasted broccoli, oven-roasted green beans or air fryer asparagus.
Also be sure to try my Quick and Easy Stove-Top Macaroni and Cheese.
I hope you try this Baked Macaroni and Cheese With Breadcrumb Topping recipe and love is as much as I do. Thanks for visiting today!
If you make this recipe, I'd love to know how it went. Please leave a star rating and comment below. Thanks!
📋Recipe
Baked Macaroni and Cheese
Ingredients
For the Macaroni & Cheese
- 8 ounces elbow macaroni
- 4 tablespoons butter, plus a little extra for buttering the baking dish
- ½ cup diced onions
- 4 tablespoons all-purpose flour
- 2 cups whole milk
- ½ cup heavy cream
- ¼ teaspoon garlic powder
- ¼ teaspoon dry ground mustard
- ⅛ teaspoon nutmeg
- ⅛ teaspoon cayenner pepper, optional
- 2 cups freshly shredded extra-sharp cheddar cheese, divided; yellow or white (8 ounce block)
- 1 cup freshly shredded Gruyère cheese, divided (4 ounce block)
- salt, to taste
- black pepper, to taste
For the Breadcrumb Topping
- 2 tablespoons melted butter
- ½ cup seasoned panko breadcrumbs
Instructions
- Preheat the oven to 350°F.
- Butter an 8x8x2-inch baking dish (or spray with cooking spray); set aside.
- Cook the macaroni in boiling, generously-salted water to al dente as per the package instructions. Drain, rinse with cold water and drain well; set aside.You only want to cook it to al dente because it will continue to cook in the oven, and you don't want it to end up overcooked and mushy.Rinsing the macaroni in cold water will stop the cooking process, and it will also help to prevent the macaroni from soaking up too much of the sauce.
- Melt the 4 tablespoons of butter in a medium saucepan over medium heat (I use a 3-quart saucepan). Add the onions and cook, stirring occasionally, until softened, about 2 to 3 minutes.
- Add the flour and stir until well combined and smooth (except for the onion pieces). Cook, stirring, for 1 minute.
- While whisking constantly, slowly add the milk and heavy cream; continue whisking until the mixture is well combined and smooth (except for the onion pieces).
- Add the garlic powder, dry ground mustard, nutmeg, cayenne pepper (if using), salt and pepper; whisk to combine.I add about ½ teaspoon of kosher salt (I would use less if using regular table salt) and ¼ teaspoon of black pepper at this point. You can adjust the amount to suit your own tastes. The cheeses will likely add a little more saltiness, and you can always add more salt to the sauce, if needed, after you add the cheese.
- Increase the heat and bring the mixture to a boil, stirring frequently. Then reduce the heat and simmer, stirring frequently, until the sauce has thickened, about 2 to 3 minutes.
- Turn off the heat. Add 1½ cups of the cheddar cheese and ¾ cup of the Gruyére cheese (reserve the rest of the cheese for topping later). Stir until the cheese has completely melted. Taste the sauce and adjust the seasoning, if needed.
- Add the macaroni; stir until well combined and the macaroni is evenly coated with the cheese sauce.
- Transfer the mixture to the prepared baking dish.
- Sprinkle the top evenly with the reserved ½ cup of cheddar cheese and ¼ cup of Gruyére cheese.
- In a small bowl, mix together the 2 tablespoons of melted butter and the panko breadcrumbs until well combined; sprinkle the breadcrumbs evenly over the top of the mac and cheese.
- Bake for 20 to 30 minutes or until bubbly and the breadcrumbs are just starting to turn very lightly golden (they won't get very much color, but they'll still be nice and crisp). I bake mine in the upper third of the oven (I use the position right above the middle position; this helps the breadcrumbs get a little more color).
- Serve immediately and enjoy!
Notes
- Best when served fresh from the oven...this is when it wonderfully creamy and the breadcrumb topping is nice and crisp!
- Estimated calories shown are based on 4 generous main dish servings (this is an indulgent dish!). For 6 smaller main dish servings, the estimated calories per serving would be 633.
- Please refer to the post for additional information and tips, step-by-step photos, substitutions and variations, info on storing and reheating leftovers, and serving suggestions.
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