There are two kinds of mac and cheese in this world: the kind from a box with the powder packet, and the kind that makes you question every life choice that led you to eat the box kind for so long. This is the second kind.
This mac and cheese is creamy, cheesy, rich, and has a golden, crispy top that people will fight over. It’s the kind of side dish that could honestly be the main dish, and no one would complain. It’s baked, not stovetop, because we’re not animals. And it’s got a blend of cheeses because using just one is like painting with one color—technically possible, but why would you?
What You’ll Need:
For the Mac:
- 1 pound elbow macaroni (or cavatappi if you’re fancy)
- 4 tablespoons butter
- 1/4 cup all-purpose flour
- 3 cups whole milk
- 1 cup heavy cream
- 1 teaspoon salt
- 1/2 teaspoon black pepper
- 1/2 teaspoon garlic powder
- 1/4 teaspoon cayenne pepper (optional, just a hint)
- 1/4 teaspoon mustard powder (trust me)
- 3 cups sharp cheddar cheese, shredded
- 1 cup Gruyere or fontina cheese, shredded
- 1 cup mozzarella cheese, shredded
For the Topping:
- 1 cup panko breadcrumbs
- 2 tablespoons melted butter
- 1/2 cup grated Parmesan
How to Make It:
Cook the Pasta: Bring a big pot of salted water to a boil. Cook the macaroni until it’s just barely al dente—about 2 minutes less than the package says. It’ll finish cooking in the oven. Drain and set aside.
Make the Cheese Sauce: In a large pot or Dutch oven, melt the butter over medium heat. Add the flour and whisk constantly for about 2 minutes. It’ll look like paste—that’s your roux, and it’s what makes the sauce thick and silky.
Slowly pour in the milk and cream, whisking constantly so you don’t get lumps. Keep whisking until the mixture thickens and starts to bubble, about 5-7 minutes. It should coat the back of a spoon.
Add the salt, pepper, garlic powder, cayenne, and mustard powder. Stir it in.
Add the Cheese: Turn the heat to low and add the cheddar, Gruyere, and mozzarella, one handful at a time, stirring until each addition is melted before adding more. Don’t rush this. Low and slow keeps the sauce smooth.
Once all the cheese is melted and the sauce is smooth and glossy, taste it. Adjust the seasoning if needed.
Combine: Add the cooked pasta to the cheese sauce and stir until every noodle is coated. Pour the whole thing into a greased 9×13-inch baking dish.
Make the Topping: In a small bowl, mix the panko, melted butter, and Parmesan. Sprinkle it evenly over the top of the mac and cheese.
Bake It: Preheat your oven to 350°F. Bake the mac and cheese for 25-30 minutes, until it’s bubbling around the edges and the top is golden brown and crispy. If you want it extra crispy, hit it with the broiler for the last 2 minutes, but watch it like a hawk.
Rest and Serve: Let it sit for 5-10 minutes before serving. This lets it set up a little so it’s not soup when you scoop it.
Pro Tips:
- Shred your own cheese: Pre-shredded cheese has anti-caking agents that make the sauce grainy. Shred it yourself for the smoothest sauce.
- Don’t skip the mustard powder: You won’t taste mustard, but it makes the cheese flavor pop.
- Make it ahead: Assemble it, cover, and refrigerate for up to 24 hours. Add 10 minutes to the baking time if it’s going in cold.
- Add-ins: Cooked bacon, jalapeños, or pulled pork can all go in here. Just fold them in before baking.
This is the mac and cheese that ruins all other mac and cheese. You’ve been warned.


