Mac and Cheese

How to make creamy, homemade Mac and Cheese with a golden breadcrumb topping that delivers nostalgic comfort in every bite.

Updated

November 11, 2025

Mac and Cheese

Mac and Cheese is the ultimate comfort food that brings families together with its creamy, cheesy goodness and satisfying crunch. This classic dish transforms simple pantry staples into a meal that’s both nostalgic and deeply comforting, perfect for busy weeknights when you need something reliable and delicious.

I still remember the first time I made mac and cheese from scratch for my kids. The boxed version had been our go-to for years, but watching their faces light up when they tasted real cheddar melted into that silky sauce was a game-changer. This recipe delivers restaurant-quality results without the fuss, and it’s become our family’s most-requested comfort meal. The golden breadcrumb topping adds that perfect textural contrast that makes every bite interesting. Let’s get cooking!

Ingredients for Mac and Cheese

I always start with quality ingredients when making mac and cheese because the simplicity of this dish means every component matters. Sharp cheddar is my go-to for that bold, tangy flavor that stands up beautifully to the creamy sauce.

  • 8 oz elbow macaroni
  • 2 cups sharp cheddar cheese, shredded (freshly shredded melts far better than pre-shredded varieties, which contain anti-caking agents)
  • 2 cups whole milk
  • 4 tablespoons unsalted butter
  • 2 tablespoons all-purpose flour
  • 1 cup panko bread crumbs
  • 2 tablespoons melted butter (for topping)
  • 1/2 teaspoon salt
  • 1/4 teaspoon black pepper

Step-by-Step Instructions

The key to perfect mac and cheese is building the sauce properly and not rushing the process. I’ve learned that taking an extra minute with the roux makes all the difference in achieving that smooth, creamy texture.

Step 1: Bring a large pot of salted water to a rolling boil over high heat. Add elbow macaroni and cook for 7-8 minutes until al dente. The pasta should still have a slight bite since it will continue cooking in the oven. Drain well and set aside.

Step 2: In a medium saucepan over medium heat, melt 4 tablespoons butter until it’s completely liquid and bubbly but not browned. Whisk in flour continuously for 1-2 minutes until the mixture turns golden and smells slightly nutty. This roux is your foundation for a thick, creamy sauce, so don’t rush it.

Step 3: Gradually pour in the milk while whisking constantly to prevent lumps from forming. Continue whisking for 4-5 minutes until the mixture thickens enough to coat the back of a spoon. You’ll notice it becoming noticeably heavier and more velvety.

Step 4: Once the sauce has thickened, remove the pan from heat and stir in the shredded cheddar cheese, salt, and pepper. Keep stirring until every last bit of cheese melts into a smooth, glossy sauce. If you see any graininess, add a splash more milk and stir gently off the heat.

Step 5: Add the drained pasta to the cheese sauce and fold gently until every piece is completely coated. Transfer the mixture to a greased 9×13-inch baking dish, spreading it evenly.

Step 6: Mix panko breadcrumbs with 2 tablespoons melted butter, then sprinkle this mixture across the top in an even layer. Bake at 350°F for 20-25 minutes until the edges are bubbling and the breadcrumb topping turns deep golden brown. Let it rest for 5 minutes before serving to allow the sauce to set slightly.

Mac and Cheese

Perfect Side Dishes for Mac and Cheese

Mac and cheese pairs beautifully with fresh, crisp sides that balance its rich, creamy nature and add nutritional variety to your meal.

Roasted Broccoli: The slight char and nutty flavor of roasted broccoli cuts through the richness of cheese sauce perfectly while adding essential vitamins and fiber that round out the meal nutritionally. For another broccoli-based option, try this Chicken and Broccoli Alfredo Bake.

Garden Salad with Vinaigrette: A bright, acidic salad with mixed greens, cherry tomatoes, and tangy vinaigrette provides refreshing contrast and helps lighten the overall meal without competing with the main dish.

Garlic Green Beans: Sautéed green beans with garlic offer a savory, slightly crunchy element that complements the soft pasta texture while keeping things vegetable-forward and balanced.

Honey Garlic Sausage: For a heartier meal, pair your mac and cheese with Honey Garlic Sheet Pan Sausage for a complete dinner that satisfies even the biggest appetites.

BBQ Chicken: Transform your mac and cheese into a Southern-style feast by serving it alongside Crockpot BBQ Chicken. The smoky, tangy flavors complement the creamy cheese perfectly.

Storage and Reheating Tips

Store leftover mac and cheese in an airtight container in the refrigerator for up to 3 days. The sauce will thicken as it cools, but don’t worry, it comes right back with proper reheating.

For reheating, use the microwave in 30-second intervals, stirring between each burst and adding a splash of milk to restore that creamy consistency. If you prefer the oven, cover the dish with foil and bake at 350°F for about 15 minutes, removing the foil for the last 5 minutes to re-crisp the topping.

This dish actually freezes beautifully for up to 2 months. Portion it into individual servings before freezing for quick weeknight meals. Thaw overnight in the refrigerator before reheating for best results.

FAQs

Can I make mac and cheese ahead of time?

Yes, prepare the dish completely through Step 5, cover tightly, and refrigerate for up to 24 hours. Add 5-10 extra minutes to the baking time when cooking from cold.

What other cheeses work well in this recipe?

Gruyere, fontina, gouda, or a combination with cheddar all create delicious variations. Just keep the total amount at 2 cups for proper sauce consistency.

How do I prevent my cheese sauce from getting grainy?

Remove the pan from heat before adding cheese, use freshly shredded cheese instead of pre-shredded, and stir gently rather than whisking vigorously once the cheese is added.

Conclusion

This mac and cheese recipe proves that homemade comfort food doesn’t have to be complicated or time-consuming. With just a handful of quality ingredients and straightforward techniques, you’ll create a dish that’s infinitely better than anything from a box. The creamy sauce, perfectly cooked pasta, and golden topping come together in just 35 minutes for a meal your whole family will request again and again. Give this recipe a try tonight and discover how satisfying real mac and cheese can be.

Mac and Cheese

Mac and Cheese

Creamy homemade mac and cheese with sharp cheddar sauce and crispy panko topping. The ultimate comfort food ready in 35 minutes.
Prep Time 10 minutes
Cook Time 25 minutes
Total Time 35 minutes
Servings: 6 portions
Course: Dinner, Main Course, Side Dish
Cuisine: American
Calories: 490

Ingredients
  

  • 8 oz elbow macaroni
  • 2 cups sharp cheddar cheese shredded
  • 2 cups whole milk
  • 4 tablespoons unsalted butter
  • 2 tablespoons all-purpose flour
  • 1 cup panko bread crumbs
  • 2 tablespoons melted butter for topping
  • 1/2 teaspoon salt
  • 1/4 teaspoon black pepper

Equipment

  • Large pot
  • Medium saucepan
  • Whisk
  • 9×13-inch baking dish

Method
 

  1. Bring a large pot of salted water to a rolling boil over high heat. Add elbow macaroni and cook for 7-8 minutes until al dente. Drain well and set aside.
  2. In a medium saucepan over medium heat, melt 4 tablespoons butter until bubbly. Whisk in flour continuously for 1-2 minutes until the mixture turns golden.
  3. Gradually pour in the milk while whisking constantly to prevent lumps. Continue whisking for 4-5 minutes until the mixture thickens enough to coat the back of a spoon.
  4. Remove the pan from heat and stir in the shredded cheddar cheese, salt, and pepper. Keep stirring until cheese is completely melted and sauce is smooth.
  5. Add the drained pasta to the cheese sauce and fold gently until every piece is coated. Transfer to a greased 9×13-inch baking dish and spread evenly.
  6. Mix panko breadcrumbs with 2 tablespoons melted butter, then sprinkle across the top. Bake at 350°F for 20-25 minutes until edges are bubbling and breadcrumb topping turns golden brown. Let rest for 5 minutes before serving.

Notes

For extra creamy results, shred cheese from a block rather than using pre-shredded. The sauce will thicken as it cools, so add a splash of milk when reheating leftovers. Freezes well for up to 2 months.
Mac and Cheese

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