A golden-topped baked mac and cheese in a white ceramic baking dish, with a wooden spoon scooping out a creamy, cheesy portion showing the bubbly cheddar interior

Baked Mac and Cheese with Panko Topping

Name: Baked Mac and Cheese with Panko Topping
Prep time: 20 min
Cook time: 30 min
Total time: 50 min
Cuisine: American
Ingredients: 1 lb (16 oz) elbow macaroni; 5 tablespoons unsalted butter, divided; 3 tablespoons all-purpose flour; 3 cups whole milk, warmed; 1 cup heavy cream; 1 teaspoon dry mustard powder; 1/2 teaspoon garlic powder; 1/4 teaspoon cayenne pepper; 1 teaspoon kosher salt, plus more for pasta water; 1/2 teaspoon black pepper; 2 cups sharp cheddar cheese, freshly shredded (about 8 oz block); 1 cup Gruyère cheese, freshly shredded (about 4 oz block); 1/2 cup whole milk mozzarella, freshly shredded; 1 cup panko breadcrumbs; 1/4 cup freshly grated Parmesan; 1 tablespoon olive oil or melted butter (for topping)

Published by Fork Around & Find Out Kitchen — presented in the Lila editorial voice. Editorial standards

Quick Answer

To make mac and cheese, cook elbow macaroni, make a roux with butter and flour, whisk in warm milk to build a béchamel, melt in sharp cheddar and Gruyère, combine with pasta, and bake at 375°F for 25 minutes until bubbly and golden. The whole process takes about 50 minutes.

Jump to Recipe

Mac and cheese gets called “comfort food” so often that people start forgiving it for things they would never tolerate anywhere else: grainy sauce, noodles cooked into surrender, a crust with the texture of wet drywall. This version does not need that kind of emotional support. Elbow macaroni goes in slightly underdone, then finishes in a sauce built from a pale butter-and-flour roux, warm whole milk, heavy cream, sharp cheddar, Gruyère, and mozzarella. The result is rich without becoming gluey, because the pasta still has enough structure to hold onto the sauce instead of dissolving into it. The cheese goes in off the heat, one handful at a time. That small bit of patience matters; blasting shredded cheese over high heat is how smooth sauce turns oily and grainy. On top, panko, Parmesan, and a little fat bake into a deep golden crust while the edges underneath start bubbling at 375°F. Let the pan rest five to ten minutes before scooping so the sauce tightens just enough to stay creamy instead of running across the plate like it has somewhere else to be. It is baked mac and cheese with actual contrast: crisp top, tender pasta, glossy sauce, and enough sharp cheese flavor to justify every pan you had to wash.

Prep20 minutes

Cook30 minutes

Total50 minutes

Serves8 servings

DifficultyMedium

Ingredients

Servings

1 lb (16 oz) elbow macaroni
5 tablespoons unsalted butter, divided
3 tablespoons all-purpose flour
3 cups whole milk, warmed
1 cup heavy cream
1 teaspoon dry mustard powder
1/2 teaspoon garlic powder
1/4 teaspoon cayenne pepper
1 teaspoon kosher salt, plus more for pasta water
1/2 teaspoon black pepper
2 cups sharp cheddar cheese, freshly shredded (about 8 oz block)
1 cup Gruyère cheese, freshly shredded (about 4 oz block)
1/2 cup whole milk mozzarella, freshly shredded
1 cup panko breadcrumbs
1/4 cup freshly grated Parmesan
1 tablespoon olive oil or melted butter (for topping)

Instructions

1Preheat your oven to 375°F. Butter a 9x13-inch baking dish and set it aside.
2Bring a large pot of heavily salted water to a boil. Cook the elbow macaroni for 2 minutes less than the package directions call for — it will finish cooking in the oven. Drain and toss with 1 tablespoon of the butter to keep it from sticking. Set aside.
3In a large heavy-bottomed saucepan or Dutch oven, melt the remaining 4 tablespoons of butter over medium heat. Once the butter is melted and foamy, whisk in the flour and cook for 2 minutes, stirring constantly. The mixture should smell nutty and turn a pale golden color. This is your roux. Do not rush it.
4Slowly pour in the warmed milk, about half a cup at a time, whisking constantly after each addition until the mixture is smooth before adding more. Once all the milk is incorporated, whisk in the heavy cream.
5Increase heat to medium-high and cook, stirring frequently, until the sauce thickens enough to coat the back of a spoon, about 5 to 7 minutes.
6Reduce heat to low. Stir in the dry mustard, garlic powder, cayenne, salt, and black pepper. Taste and adjust seasoning.
7Remove the pan from heat. Add the shredded cheddar, Gruyère, and mozzarella one handful at a time, stirring until fully melted after each addition. The sauce should be glossy and very smooth. Do not add cheese over high heat or it will seize and go grainy.
8Add the drained pasta to the cheese sauce and stir until every piece is coated. Pour the mixture into the prepared baking dish and spread it into an even layer.
9In a small bowl, combine the panko breadcrumbs, Parmesan, and olive oil or melted butter. Toss with a fork until the crumbs are evenly coated. Spread the topping over the mac and cheese in an even layer.
10Bake uncovered at 375°F for 22 to 25 minutes, until the sauce is bubbling around the edges and the breadcrumb topping is deep golden brown. Let it rest for 5 to 10 minutes before serving — the sauce will tighten up just enough to scoop cleanly.

Nutrition Information

Estimated per serving: 1 of 8 servings.

710Calories

26 gProtein

61 gCarbohydrates

40 gTotal Fat

23 gSaturated Fat

3 gFiber

9 gTotal Sugars

780 mgSodium

120 mgCholesterol

Estimated from the ingredients and quantities in this recipe using standard food-composition values. Brand choices, trimming, cooking loss, optional ingredients, and actual portion size can change the numbers. How we calculate nutrition estimates.

Pro Tips

Shred your own cheese from the block. Pre-shredded cheese is coated in anti-caking agents that make sauces grainy and sad, and you deserve better than a grainy sauce.
Warm your milk before adding it to the roux. Cold milk hitting a hot roux is how lumps are born, and lumps in mac and cheese are not a personality trait anyone asked for.
The pasta being slightly undercooked when it goes into the oven is not a mistake — it is the plan. It absorbs some of the sauce as it bakes and finishes perfectly. Trust the process even when the process feels wrong.

Substitutions

Gruyère → white cheddar or fontina Gruyère adds nutty depth — white cheddar keeps the flavor sharp, fontina makes it even creamier

whole milk → 2% milk Works fine, slightly less rich — do not use skim milk or the sauce will be thin and apologetic

heavy cream → half-and-half The sauce will be a little less thick but still very good

panko breadcrumbs → crushed Ritz crackers This is the move if you want a buttery, slightly salty topping that makes people ask what you did differently

elbow macaroni → cavatappi, shells, or penne Anything with curves or ridges that catches and holds sauce works well — long pasta is a strange choice here

Storage Instructions

Store leftovers covered in the refrigerator for up to 4 days. Reheat individual portions with a splash of milk stirred in, either in the microwave in 90-second intervals or covered in a 325°F oven for 15 minutes, until heated through. The sauce loosens back up with the added liquid. Freezes well for up to 2 months — freeze before baking for best texture.

Make Ahead

Assemble the entire dish up to the point of adding the breadcrumb topping, cover tightly, and refrigerate for up to 24 hours. Add the breadcrumb topping just before baking. Bake covered with foil for the first 15 minutes, then uncover for the remaining 10 to 15 minutes. Add 5 to 8 extra minutes total since it starts cold.

Build the plate