Creamy mac and cheese is pure comfort in a dish — rich, velvety, and absolutely irresistible! This recipe combines sharp cheddar and nutty Gruyère with a silky homemade cheese sauce and a golden, crispy panko topping that’ll have everyone coming back for seconds.
Love More Recipes With Mac and Cheese? Try My Creamy Butternut Squash Mac and Cheese or this Mac and Cheese Soup next.
Why You’ll Love This Recipe
The combination of sharp cheddar and Gruyère creates this incredible depth of flavor that’s both familiar and sophisticated. And that crispy panko topping? It adds the perfect crunch to contrast with the creamy pasta underneath.
PrintCreamy Mac and Cheese Recipe
- Total Time: 50 minutes
- Yield: 8 servings
Description
This homemade creamy mac and cheese features tender elbow macaroni coated in a rich, velvety cheese sauce made with sharp cheddar and Gruyère, topped with golden, crispy panko breadcrumbs. Baked until bubbly and irresistible, it’s the ultimate comfort food for family dinners, potlucks, and holiday gatherings.
Ingredients
For the Mac and Cheese:
- 1 lb elbow macaroni
- 2 cups sharp cheddar cheese, grated
- 1 cup Gruyère cheese, grated
- 2 cups whole milk
- 4 tablespoons unsalted butter
- 4 tablespoons all-purpose flour
- Salt & pepper, to taste
For the Topping:
- 1 cup panko breadcrumbs
Substitution Notes:
- No Gruyère? You can use Monterey Jack, Fontina, or even extra sharp cheddar — though I highly recommend trying Gruyère at least once!
- Gluten-free option: Use your favorite gluten-free pasta and swap the flour for a gluten-free blend
- Panko: Regular breadcrumbs work too, but panko gives you that extra-crispy texture I love
Instructions
Get your oven going at 350°F. Spray your baking dish. I forgot this once and spent twenty minutes scraping burnt cheese off the edges. Just spray it now.
Boil water and salt it heavy. Like more than feels normal. Cook your macaroni 6-8 minutes but pull it early because it keeps cooking in the oven. Drain it but DON’T rinse it. That starchy stuff helps the sauce stick.
Melt your butter in the saucepan on medium. When it’s melted, dump your flour in and whisk it constant for about 2 minutes. It’ll smell toasty and turn light golden. My mom calls this “cooking the flour taste out” and she’s not wrong – skip this and it tastes like paste.
Pour your milk in slow while you keep whisking. Don’t stop or you get lumps. Do this maybe 5 minutes until it’s thick enough to coat a spoon. My arm always gets tired but whatever, it’s worth it.
Take the whole pan off the heat before you add cheese. If you don’t, the cheese gets grainy and looks broken. Stir both cheeses in till they melt. Add salt and pepper. Taste it now with a spoon – you can’t really fix it later.
Dump your cheese sauce over the pasta and mix it all up. Every piece should be covered. Should look absolutely ridiculous.
Put everything in your baking dish and smooth the top out. Throw all the panko on top. Bake it 25-30 minutes till the top’s golden and it’s bubbling around the edges. Smells incredible.
Let it sit 10 minutes after it comes out. My kids stand there staring at it like sad puppies but if you skip this it’s too liquidy and also burns everybody’s mouth. I’ve done that probably five times because I have zero patience.
Notes
- For extra crispy topping: Toss the panko with 1–2 tablespoons of melted butter before sprinkling it on top. GAME CHANGER.
- Sauce too thick? Add milk a splash at a time until you reach your desired consistency. Remember, it’ll thicken slightly as it bakes.
- Avoiding overbrowning: If the top is getting too dark but the inside isn’t bubbly yet, cover loosely with foil for the last 10 minutes, then uncover to finish crisping.
- Make it extra luxurious: Add a pinch of nutmeg to your cheese sauce. Sounds weird, tastes AMAZING.
- Common mistake to avoid: Never add cheese to sauce while it’s still on high heat. Always remove from heat first to prevent separation.
- Prep Time: 15 minutes
- Cook Time: 35 minutes
- Category: Main Dish
- Method: Baking
- Cuisine: American
Ingredient List
For the Mac and Cheese:
- 1 lb elbow macaroni
- 2 cups sharp cheddar cheese, grated
- 1 cup Gruyère cheese, grated
- 2 cups whole milk
- 4 tablespoons unsalted butter
- 4 tablespoons all-purpose flour
- Salt & pepper, to taste
For the Topping:
- 1 cup panko breadcrumbs
Substitution Notes:
- Can’t find Gruyère? Use Monterey Jack or just do three cups of sharp cheddar instead. Won’t taste exactly the same but still good.
- Need gluten-free? Your regular GF pasta and GF flour mix both work fine here.
- Got regular breadcrumbs? Use those. Panko’s crispier but whatever you have is fine.
Why These Ingredients Work
Sharp Cheddar gives you that tangy cheese punch everybody expects from mac and cheese. Without it you’re basically eating pasta soup.
Gruyère melts better than any cheese I’ve ever used. Plus it’s got this nutty sweet flavor that makes people tilt their heads and go “wait what’s in this?” My sister-in-law asked me probably fifteen times over two years before I finally told her.
Whole Milk makes it creamier. I used 2% one time when I ran out and it was definitely thinner. Still edible but not the same.
Butter and Flour thicken the sauce so it actually coats your pasta instead of just pooling at the bottom. Basic cooking but it matters.
Panko Breadcrumbs get way crunchier than regular breadcrumbs. No idea why. My kids literally fight over who gets the corner pieces because that’s where all the panko sits.
Essential Tools and Equipment
You need:
- Big pot for boiling pasta
- Colander
- Medium saucepan
- Whisk – seriously get one if you don’t have one
- 9×13 baking dish
- Cheese grater
- Wooden spoon
How To Make Creamy Mac and Cheese
Step 1: Preheat Oven & Grease Dish
Get your oven going at 350°F. Spray your baking dish. I forgot this once and spent twenty minutes scraping burnt cheese off the edges. Just spray it now.
Step 2: Cook Pasta
Boil water and salt it heavy. Like more than feels normal. Cook your macaroni 6-8 minutes but pull it early because it keeps cooking in the oven. Drain it but DON’T rinse it. That starchy stuff helps the sauce stick.
Step 3: Make a Roux
Melt your butter in the saucepan on medium. When it’s melted, dump your flour in and whisk it constant for about 2 minutes. It’ll smell toasty and turn light golden. My mom calls this “cooking the flour taste out” and she’s not wrong – skip this and it tastes like paste.
Step 4: Build the Sauce
Pour your milk in slow while you keep whisking. Don’t stop or you get lumps. Do this maybe 5 minutes until it’s thick enough to coat a spoon. My arm always gets tired but whatever, it’s worth it.
Step 5: Add Cheeses
Take the whole pan off the heat before you add cheese. If you don’t, the cheese gets grainy and looks broken. Stir both cheeses in till they melt. Add salt and pepper. Taste it now with a spoon – you can’t really fix it later.
Step 6: Combine Pasta & Sauce
Dump your cheese sauce over the pasta and mix it all up. Every piece should be covered. Should look absolutely ridiculous.
Step 7: Bake with Topping
Put everything in your baking dish and smooth the top out. Throw all the panko on top. Bake it 25-30 minutes till the top’s golden and it’s bubbling around the edges. Smells incredible.
Step 8: Rest & Serve
Let it sit 10 minutes after it comes out. My kids stand there staring at it like sad puppies but if you skip this it’s too liquidy and also burns everybody’s mouth. I’ve done that probably five times because I have zero patience.
You Must Know
GRATE YOUR OWN CHEESE. I’m yelling because it matters. Pre-shredded has this powder coating so it doesn’t stick in the bag, but that same powder makes it melt weird. Your sauce gets grainy instead of smooth. Takes five minutes to grate your own. Just do it.
Personal Secret: I cook my roux longer than most people. Like a full extra 30-45 seconds past what recipes say. Gets darker and tastes nuttier and you can taste that in the finished thing. My neighbor copied this recipe and hers tasted off till I mentioned the roux timing.
Pro Tips & Cooking Hacks
- Melt a tablespoon of butter, toss your panko in it before you sprinkle it on. Way crispier.
- Sauce too thick before baking? Add milk bit by bit. It thickens more in the oven anyway.
- Top browning too fast? Foil over it for the last 10 minutes. Pull foil off to crisp it back up.
- Tiny pinch of nutmeg in the cheese sauce is weird but works. My aunt does this and won’t tell anyone why hers tastes different.
- Don’t add cheese while the pan’s still on the burner. Too hot = separated oily mess. Pull it off first.
Flavor Variations / Suggestions
Stuff I do when I’m bored:
Bacon: Cook 6-8 bacon strips, crumble them, throw them in before baking. Husband requests this every time.
Spicy: Teaspoon or two of Dijon in the sauce plus chopped jalapeños. My teenager wants this version constantly.
Lobster: Add cooked lobster if you’re trying to show off. Made this for our anniversary at home once and husband won’t shut up about it.
Truffle: Drizzle truffle oil on before serving, add sautéed mushrooms. Tastes fancy, still just mac and cheese.
Cream Cheese: Half cup cream cheese with the other cheeses. Did this by accident grabbing the wrong thing from the fridge. Turned out great.
Vegetables: Broccoli or roasted cherry tomatoes mixed in. How I convince myself this counts as balanced.
Make-Ahead Options
Do this all the time for potlucks.
Day Before: Make everything through mixing pasta and sauce. Don’t add breadcrumbs yet. Cover tight, stick in fridge. Next day let it sit out 20 minutes, add panko, bake. Might need 5-10 extra minutes since it’s cold.
Freezer: Make it, skip breadcrumbs, wrap really good with plastic then foil. Good for 2 months. Thaw overnight in fridge, add fresh panko, bake.
Recipe Notes & Baker’s Tips
- Elbow macaroni’s classic but shells work great. Or those spiral ones. Just get something with ridges so sauce sticks.
- Don’t use freezing cold milk. Let it sit out while you do other stuff or it won’t mix smooth.
- Put your cheese in the freezer 15 minutes before grating. Way easier, doesn’t stick to the grater as bad.
- Tastes better next day after everything sits together overnight. Almost like the leftovers more.
Serving Suggestions
When I make this:
- Sunday dinner with roast chicken
- Every holiday now because people expect it
- Potlucks where I never bring any home
- Random weeknights with bagged salad
Goes with:
- Arugula salad with lemon on it – cuts the richness
- Those honey carrots from the store
- Green beans however you make them
- Garlic bread if you’re going full carbs
Stuff for on top:
- Chopped parsley
- More cheese obviously
- Those crispy onions from green bean casserole
- Smoked paprika makes it prettier
How to Store Your Creamy Mac and Cheese
Fridge: Container with a lid. Lasts 4 days. Gets thicker sitting there, that’s normal.
Reheating: Add a splash of milk, microwave in 30-second bits, stir between. Or foil over it, 325°F oven for 20 minutes.
Freezer: Container or freezer bag, 3 months. Thaw overnight in fridge before reheating. Breadcrumbs won’t be crispy anymore so add fresh ones and broil a minute.
Allergy Information
Has:
- Dairy – milk, butter, cheese
- Gluten – pasta, flour, breadcrumbs
Need to swap:
- Dairy-Free: Plant butter, oat or cashew milk, dairy-free cheese. Nutritional yeast adds more cheese taste.
- Gluten-Free: GF pasta, GF flour for the roux, GF breadcrumbs or crushed GF crackers on top.
- Egg-Free: There’s no eggs in this anyway so you’re good.
Questions I Get Asked A Lot
Can I use pre-shredded cheese to save time?
You can but it won’t be as good. Pre-shredded has powder on it so it doesn’t clump in the bag. Same powder makes it melt funny. Your sauce gets grainy. Just grate your own, takes five minutes.
My cheese sauce is lumpy — what happened?
Heat was probably too high when you added cheese, or you didn’t whisk enough adding the milk. Always pull pan off heat before cheese goes in. Keep whisking when you pour milk. Already lumpy? Try blending it with a stick blender, sometimes that fixes it.
How do I keep it from drying out?
Make sauce thinner than you think before baking – thickens in the oven. Reheating leftovers? Add milk. Cover with foil partway through baking keeps it moister too.
💬 Tried this recipe? Leave a comment and rating below! Tell me how it went. Change anything?
