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Baked Macaroni and Cheese

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!
Prep Time10 minutes
Cook Time40 minutes
Total Time50 minutes
Servings: 4 generous main dish servings (or 6 to 8 side dish servings)
Estimated Calories: 949
Author: Michelle

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!

Recipe 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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