Baked Macaroni Cheese (SO CREAMY!)

This Baked Macaroni and Cheese recipe is velvety creamy, rich and cheesy with a buttery crispy panko topping and 3 cheeses!

This Baked Macaroni and Cheese recipe is creamy comfort food your whole family will love and will be the hit at every potluck, Sunday supper and holiday! It’s extra velvety, luxuriously creamy and bursting with flavor, thanks to the homemade cheese sauce made with three different cheeses and my secret seasonings. This recipe for baked macaroni and cheese is also easy to customize by adding veggies or protein like chicken, bacon or sausage. Best of all, this post includes tips for the SILKIEST Macaroni and Cheese Casserole ever – no grainy, gritty or dry pasta here! Serve it up with Caesar Salad and Garlic Butter Breadsticks for the ultimate cozy homerun!

Just about everyone loves macaroni and cheese – forkful after forkful of noodles bathed in rich creamy, cheesy, sauce. It’s a household favorite at our house that includes: Million Dollar Macaroni and Cheese Casserole, Stovetop Mac and Cheese, Buffalo Macaroni and Cheese, One Pot Chili Mac and Cheese and even Taco Macaroni and Cheese.

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How to Make Baked Macaroni and Cheese Video

up close of serving best Baked Macaroni and Cheese showing how cheesy it is

baked macaroni and cheese RECIPE

Macaroni and Cheese is one of the most beloved comfort foods of all time from children to grandparents alike. It goes with practically everything, is a barbecue and potluck must, but equally in demand at Thanksgiving and Christmas and is as versatile as they come.

Sadly, too many homemade Mac and Cheese recipes are disappointingly bland, dry, grainy or gritty – not this Macaroni and Cheese recipe! For this recipe, I’ve combined the mega creaminess and panko topping of my Million Dollar Macaroni and Cheese with the three cheese deliciousness of my Stovetop Mac and Cheese to create an outrageously rich and creamy recipe made without any processed cheeses. No one will want to put their fork down!

WHy this recipe works

Creamy Sauce: This recipe for Baked Macaroni and Cheese boasts plenty of sauce to ensure mega creaminess – no dry casserole here!

Smooth sauce. Multiple cheeses create superior melting ability for the silkiest sauce. The cheese sauce also uses evaporated milk to stabilize all the cheesiness that doesn’t separate, curdle or become grainy.

Multiple cheeses: The recipe is seasoned to perfection with hand-picked seasonings and using three cheeses – sharp cheddar, smoked Gouda and Gruyere for maximum cheesy seduction. Swapping some of the cheddar for a mix of cheeses instantly elevates your recipe, creating an aromatic complexity and lusciously smooth cheesiness (as cheddar is prone to be grainy) that any restaurant would be proud to serve.

Crispy Panko Topping: The buttery panko crunch is one of my favorite parts! Taking just a couple minutes to toast the panko in butter and olive oil before popping the casserole in the oven creates the crispiest topping with a butter mouthfeel that is sublime.

Pantry friendly: After you stock your cheeses, you just need flour, evaporated milk and seasonings – that’s it!

Versatile: This Baked Macaroni and Cheeses Casserole is a springboard for all sorts of variations – add broccoli, spinach or peas, sausage, chicken or sausage –choose your own adventure every time!

top view of old fashioned baked macaroni and cheese in a 9x13 casserole dish with bread crumbs

Macaroni and Cheese Ingredients

This recipe for Baked Macaroni and Cheese requires mostly pantry friendly ingredients. You will need (see printable recipe card at the bottom of the post for the full recipe):

FOR THE PASTA:

Recommended pasta: My favorite pasta shape for Macaroni and Cheese Casserole is cavatappi. It is also known as cellentani, amori, spirali, or tortiglione and should be sold at most grocery stores. It’s a type of spiral, hollow, macaroni with scored ridges. Both the hollowness and the ridges area ideal to capture creamy sauce – and I just love the texture of the shape. It is sturdy enough for the rich sauce and doesn’t become easily overwhelmed or soggy.
Different pasta shapes: That being said, feel free to use other pastas but look for sturdy shapes with plenty of texture such as grooves or ridges so the sauce has something to cling to and doesn’t slip right off. Some good options are radiatori (another fav), rotini, penne, fusilli, etc.
Pastas to avoid: Avoid flimsy pastas, pastas with smooth surfaces such as macaroni or ziti or long pastas such as spaghetti or fettucine.
Pastas types: You can use classic pasta, whole-wheat pasta, gluten free pasta.

FOR THE CHEESEs:

I’ve used my favorite combination of cheeses but you are welcome to mix and match (details in next section):

Sharp cheddar: This is the quintessential cheese for Baked Macaroni and Cheese Casserole. It boasts sharp richness and provides the signature flavor.
Gouda: This MAKES this recipe in my opinion! Young smoked Gouda melts 1000X better than cheddar so it allows you to enhance the flavor while melting gorgeously. I recommend smoked Gouda verses young because it’s rich and smoky whereas young Gouda is mild and sweet. Do not, however, use aged Gouda because it is hard and crumbly and does not melt as well.
Gruyere: This is the consummate melting cheese and one of my favorite cheeses to use! It’s sweet, slightly salty, creamy, nutty and boasts enough flavor to cut through the richness of the sauce and melts seamlessly for additional luxurious creaminess. Gruyere is a Swiss cheese and can be found with the specialty cheese (usually by the deli) in your grocery store.

scooping up baked macaroni and cheese with breadcrumbs made with cheddar, Gruyere and Gouda

FOR THE cheese sauce:

Like all classic macaroni and cheese recipes, this baked version begins with a béchamel sauce. Béchamel is made from butter, flour and milk. The starch in the flour stabilizes the melting cheeses which prevents it from breaking or turning stringy or gritty. You will need:

Butter: Use unsalted butter so we can control the level of salt. Do NOT substitute any of the butter with oil or your sauce can become grainy.
All-purpose flour: This thickens the sauce and stabilizes the cheeses. Please do not use wheat flour. All-purpose flour is more finely ground and integrates more smoothly into the roux for a smoother sauce.
Milk: The higher the fat content, the smoother your cheese will melt/incorporate. It’s best to use whole milk, or at least 2% milk.
Evaporated milk: This secret ingredient adds creaminess without the fat of heavy cream. Evaporated milk is canned, stabilized homogenized cow’s milk from which 60 percent of the water has been removed. This means it is thicker than just milk and more stable than heavy cream and less likely to curdle or separate.
Dijon mustard: Mustard might sound odd, but I promise it is not a pronounced flavor but simply boosts the other flavors and highlights the cheddar.
Chicken bouillon: Please do not skip! It is a secret ingredient that adds tons of flavor. It is essentially dehydrated vegetables, meat stock, a small portion of fat, salt, and seasonings AKA it is salt with flavor! You can use chicken bouillon, bouillon powder or better than bouillon – all in equal amounts. If you are using bouillon cubes, just mash them up a bit before you add them to the sauce – don’t dissolve in water first. You will need 3 cubes.
Seasonings: Onion powder, garlic powder, dried parsley, salt, pepper and red pepper flakes infuse the velvety cheese sauce with complex flavor while still allowing the cheese flavors to shine.

For the panko topping:

Panko: This is a style of Japanese bread crumb that is lighter, larger and dryer than normal breadcrumbs so it absorbs less moisture, producing a much crispier topping. Panko is located with the other breadcrumbs at the grocery store. Please do NOT substitute with traditional breadcrumbs and expect the same results – they are not nearly as crunchy! My favorite panko is actually gluten free Aleia’s Gluten Free Real Panko Original (even though I’m not gluten free) made primarily of brown rice. It is the crunchies panko I’ve found!
Butter and olive oil: The panko is briefly toasted in butter and olive oil to create the crunchiest topping with a superb buttery mouthfeel. You can use salted or unsalted butter for the topping.

showing how to serve best baked macaroni and cheese in a bowl garnished with Parmesan and parsley

What cheeses are good in Mac and Cheese?

When making this recipe for Baked Macaroni and Cheese, feel free to swap in your favorite cheeses. I suggest starting with a base of flavorful cheddar, then add a stronger, full-flavored cheese (such as Gruyere or Havarti) and a more mild, silky cheese (such as Gouda, Fontina, Muenster, etc.). Here are some different cheeses to try:

-Colby cheese: is similar to cheddar but is more mild in flavor with sweet, nutty notes. It is also softer and moister than cheddar.
-Havarti: is strong, flavorful and somewhat sharp. It is strong like Swiss but more buttery and can range from somewhat sweet to very sweet, and slightly acidic.
-Muenster: is buttery, mild and is one of the best melters out there. It should be paired with a stronger, more flavorful cheese.
-Fontina: its semi soft, creamy texture makes for a decadent Mac and Cheese. The buttery flavor complements other cheeses well.

cheeses to avoid

You can still use the following cheeses, but I suggest opting for more flavorful melting cheeses to achieve exponentially delicious results:

-Monterrey Jack: melts well but doesn’t contribute much flavor.
-Mozzarella: also melts exceptionally well but doesn’t add much flavor compared to other cheeses and can become overly stringy.
-Anything pre-shredded! Always stay away from bagged, pre-shredded cheeses as they contain anti-clumping chemicals designed to prevent them from clumping in the bag – these same chemicals prevent the cheese strands from melting and will leave you with gritty, lumpy, sad Macaroni and Cheese Casserole.

HOW TO MAKE Baked Macaroni and Cheese

This Baked Macaroni and Cheese Casserole is very straightforward to make. Start by making a roux, add milks and spices, bring to a simmer then add the cheeses. Add the pasta, transfer to a baking dish and bake! Here’s a more detailed breakdown of the steps (see printable recipe card at the bottom of the post for the full recipe):

Step 1: Cook pasta. Cook pasta just until al dente according to package directions – don’t overcook because it will cook a little more in the oven. Strain and rinse with cold water.
Step 2: Make the sauce. Cook flour in melted butter for a couple minutes, then whisk in evaporated milk, milk, Dijon, bouillon and all seasonings.

a collage showing how to make best baked macaroni and cheese recipe by making a roux with flour then adding seasonings

Step 3: Simmer the sauce. Simmer the sauce until thickened, but not overly thick because it will thicken significantly when you add the cheeses.

showing how to make old fashioned baked macaroni by simmering the béchamel sauce until thick

Step 4: Add cheeses and pasta. Whisk in the sharp cheese until melted, followed by 1 cup Gouda until melted, followed by Gruyere until melted. Add pasta and toss until evenly coated (it will seem like a lot of extra sauce which is a good thing). Pour pasta into prepared baking dish and spread into an even layer. Sprinkle with remaining Gouda and Parmesan cheese.

a collage showing how to make baked macaroni and cheese with bread crumbs by stirring the cheese into the sauce then adding the pasta

showing how to make baked macaroni and cheese recipe by stirring the pasta and sauce together

Step 5: Panko topping: Toast the panko in some butter and olive oil just until golden, then sprinkle over the casserole.

showing how to make best baked macaroni and cheese casserole by topping the pasta with Gouda, Parmesan and panko

Step 6: Bake. Bake the casserole for 25-30 minutes or until bubbly.

showing how to make Baked Macaroni and Cheese recipe with bread crumbs by baking until the cheese is melted

TIPS AND TRICKS FOR making the creamiest macaroni and cheese

Use quality cheeses. Cheddar has a tendency to become grainy if used on its own. It is best to combine with quality melting cheese such as Gouda, Gruyere, Fontina, Muenster, etc.
Don’t use reduced fat cheeses. If any of your cheeses are reduced fat, then they will melt into a grainy mess.
Shred the cheese yourself. Nothing will ruin your Baked Macaroni and Cheese recipe quicker than using pre-shredded cheeses. As previously discussed, pre-shredded cheeses are coated with chemicals that will prevent the cheese from melting beautifully.
Don’t use oil. Macaroni and Cheese requires the high fat content of high-quality butter – more fat is the key to success. Don’t use ANY kind of oil or you’re setting yourself up for a grainy disaster.
Cook the roux REALLY WELL. This is where a lot of people go wrong. The roux should be cooked for a full three minutes – or longer- until it becomes nice and smooth and then cook longer still.
Don’t burn the roux. On the opposite end of the spectrum, don’t burn the roux. Burning the roux will cause the sauce to be grainy. If the roux is browning too quickly before it is smooth, then reduce the heat. If it does happen to burn then throw it out, wipe the pan clean and start over.
Stir constantly. Whisk the milk/roux constantly while pouring in the milks so less lumps have time to form. Whisking over low heat also slows the formation of lumps.
Remove lumps before increasing heat. Whisk constantly until the lumps are gone before increasing the heat. If you increase the heat while lumps remain, they are much harder to dissolve.
Use warm temperature cheese. Leave your cheeses out for an hour or so if you think of it. Warm cheese melts much easier than cold cheese.
Add the cheese slowly. Add your cheeses in multiple batches – a handful at a time, stirring until completely melted, before adding some more.
Stir, stir, stir. Stir until the cheese is completely melted. If your cheese isn’t melting, then your sauce may not be warm enough. Return the pan to LOW but don’t let the sauce simmer, then continue to stir until completely melted.
Thin sauce if needed. If the sauce appears too thick after you add the cheese, simply stir in a little milk until it reaches desired consistency.
Cook pasta in salted the water. You should always salt your pasta water – it is the one chance you have for the flavor to penetrate the pasta and enhance the subtle pasta flavor – you can taste the difference. Use 1 tablespoon salt for 6 quarts of water.
Don’t overcook pasta! I recommend testing your pasta about 2 or 3 minutes before the box recommends – pasta should be al dente– meaning it should still be a little firm in the center/ have a “bite” to it, especially because it will cook a little in the oven.
Prevent pasta from clumping. If you’re not adding the cooked pasta to the cheese sauce right away, toss it with a little olive oil. This will prevent it from sticking together.

showing how to make the best baked macaroni and cheese recipe by baking until the panko is bubbly

possible recipe variations

This Baked Macaroni and Cheese recipe is delicious in its classic cheesiness or you can use the recipe as a base to customize it. Here are a few ideas:

Swap cheeses: Swap the Gruyere and Gouda for Asiago, Fontina, Muenster, etc. or use the same cheeses in different proportions.
Add chicken: Stir in rotisserie chicken or chopped cooked chicken at the end of cooking, before baking. You can even season your chicken with different seasonings such as Cajun seasoning to mix things up.
Add bacon: Use thick cut bacon so it doesn’t get lost in the cheesiness. Cook and crumble bacon in the skillet then use the remaining drippings to cook the roux in. Stir half of the bacon into the Mac and Cheese before baking and sprinkle the rest on top after baking.
Add other protein: Stir in cooked ham, ground beef, ground turkey, ground Italian sausage, sliced sausage or any leftover cooked protein.
Add veggies: This homemade Macaroni and Cheese Casserole provides a fabulous enveloping canvas for veggies. Stir in roasted or sautéed broccoli, petite peas, bell peppers, asparagus, zucchini, mushrooms, spinach, etc.
Add tomatoes: Roast cherry tomatoes tossed in olive oil, salt and pepper at 400 degrees F for 10-12 minutes then stir into the Mac and Cheese. The tomatoes are especially delicious with Italian sausage or andouille chicken sausage with spinach. You can also add drained fire-roasted tomatoes.
Sun-dried tomatoes: Purchase the sun-dried tomatoes in a jar packed in oil, not water. They are usually located near the olives or pickles at your grocery store. Rinse, pat dry and chop.
Artichokes: Purchase artichoke hearts in water NOT marinated. The marinated ones often have an acrid taste. Chop and add to the simmering sauce.
Toppings: Swap the panko for Ritz or use all Parmesan. For Ritz, mix 1 cup of crushed Ritz crackers with 3-4 tablespoons of melted butter.
Make gluten-free: Use your favorite gluten free pasta and gluten free flour.

WHAT to serve Macaroni and Cheese Casserole

We love this Baked Macaroni and Cheese Casserole with a big Caesar Salad and Garlic Parmesan Butter Breadsticks. It is also delicious with any of the following:

Salad: This creamy, cheesy recipe pairs beautifully with a fresh, crunchy salad. Some of our favorites are Garden Salad, Wedge Salad, Cucumber Tomato Salad, Strawberry Spinach Salad, and Green Bean Salad.
Vegetables: You can skip the salad, and instead opt for cooked veggies – but we like both! Roasted Parmesan Broccoli, Roasted Parmesan Asparagus and Sautéed Brussels Sprouts with Garlic, Lemon, Butter or Roasted Brussels Sprouts are all superb.
Bread: Mopping up Macaroni and Cheese with soft bread is a must! We love Soft and Fluffy Dinner Rolls, Garlic Bread and Garlic Parmesan Butter Breadsticks for this purpose – and the purpose of stuffing our face.
Fruit: Bright, fresh fruit is a must either in the form of fresh grapes, melon, etc. or in fruit salad form. We love Fruit Salad with Honey Lime Vinaigrette, Winter Fruit Salad with Honey Lime Poppy Seed Vinaigrette and Berry Salad in Honey Mascarpone.

showing how to serve old fashioned baked macaroni and cheese in a bowl with fresh parsley

Macaroni and Cheese Casserole FAQS

How do you keep mac and cheese creamy?

First, the recipe must have enough liquid once combined with the cheeses, in this case, evaporated milk. It is important to use evaporated milk which stabilizes the cheeses and prevent them from separating. Also use quality cheeses which melt better and produce silkier sauces. NEVER use pre-bagged cheeses for sauces or your destined for grainy/gritty sauce failure.

Is it better to use heavy cream or milk for mac and cheese?

It is better to use heavy cream for Mac and Cheese instead of milk, or better yet, use evaporated milk which has the thickness of heavy cream without all of the fat! Furthermore, it is more stable than heavy cream so your Macaroni and Cheese is less likely to curdle or separate.

Why do people put flour in baked mac and cheese?

The starch in the flour stabilizes the melting cheeses which prevents it from breaking or turning stringy or gritty. It also is the base of the béchamel which thickens the sauce so it’s rich and creamy.

What does evaporated milk do for mac and cheese?

Evaporated milk adds creaminess and body to Macaroni and Cheese without the fat and heaviness of heavy cream. Evaporated milk is canned, stabilized homogenized cow’s milk from which 60 percent of the water has been removed. This means it is thicker than just milk and more stable than heavy cream and less likely to curdle or separate.

What can you add to mac and cheese to give it flavor?

Seasoning your Macaroni and Cheese recipe with onion powder, garlic powder, dried parsley, salt, pepper and red pepper which flakes infuse the velvety sauce with complex flavor. You could also try other spice blends for a unique twist like Cajun, jerk or taco seasoning. You can also add bacon, sausage, chicken, ground beef, artichokes, broccoli, etc. for additional texture and flavor.

What cheese is best for mac n cheese?

The one cheese you will almost always find in Macaroni and Cheese recipes is sharp cheddar. It is flavorful, inexpensive, easy to find, and melts easily. Sharp cheddar should be the building block of your Mac and Cheese recipe, to which you can add one or two different cheeses to enhance the flavor, such as a full-flavored cheese (such as Gruyere) and a more mild, silky cheese (such as Gouda, Fontina, Muenster, etc.).

How do you prevent grainy Macaroni and Cheese?

There are a few keys to avoiding grainy Macaroni and Cheese and instead creating the the creamy, silky smooth recipe of your dreams:
1. Use full fat cheese that you shred yourself from the block. Pre-shredded cheeses are coated with chemicals that will prevent the cheese from melting beautifully.
2. Use enough butter when making the roux, at least an equal amount of butter (or slightly more) as flour to create a roux. If you don’t use enough butter, the roux won’t become smooth and will remain gritty.
3. The roux should be cooked until it becomes really smooth, about three minutes.
4. Remove the béchamel from the heat before adding the cheeses. If the béchamel is too hot when you add the cheese, then the emulsifiers and coagulants will break down and the proteins in the cheeses will clump resulting in grainy sauce. So, make sure your béchamel is cool enough by removing the pan from the heat completely before adding the cheeses.

Meal Prep

Baked Macaroni and Cheese is best not assembled ahead of time because the pasta soaks up the moisture in the sauce, leaving you with dry mac and cheese. However, you can still make the pasta and sauce three days in advance and keep separate until ready to bake:

Sauce: Make as directed, cool, and store in an airtight container in the refrigerator. Reheat gently in a large skillet before using, adding additional milk, as needed, to thin to desired consistency.

Pasta: Cook al dente, drain, then toss with a drizzle of oil to prevent the pasta from sticking together. Cool completely before transferring the to an airtight container to store in the refrigerator. When ready to serve, add the cold pasta to the warmed sauce, no need to reheat.

How do I reheat Macaroni and Cheese?

-Microwave: Microwave small portions for one minute, stir, then continue to heat at 30 second intervals until warmed through.
-Stove: Reheat pasta gently on the stove. You may need to add a splash of milk to thin the sauce as it will have thickened in the refrigerator.
-Oven: Cover tightly with foil and bake at 350 degrees F for 20 minutes, or until hot and bubbly. Note leftovers will not be as creamy.

HOW long is Baked Macaroni and Cheese Good for?

Store Macaroni and Cheese in an airtight container in the refrigerator for up to 5 days.

how well does Mac and Cheese freeze?

Baked Macaroni and Cheese freezes fairly well because the base is a roux and the recipe uses evaporated milk instead of all milk or heavy cream. That being said, the cheese can become a little grainy, but still delicious, and the mac and cheese won’t be as creamy because the pasta will soak up some of the sauce. So, expect delicious – just not fresh of-the-stove perfection.

Freezing Tips: If you are making this recipe specifically to freeze, I suggest using all evaporated milk and reducing the pasta so the recipe remains creamy.

To freeze:
1. Let Mac and Cheese cool to room temperature.
2. Cover with a few layers of plastic wrap followed by foil.
3. Label and freeze for up to 3 months.
4. Allow to thaw completely in the refrigerator, up to 48 hours.
5. Reheat per instructions.

up close of best macaroni and cheese recipe showing how rich and creamy it is

Looking for more Baked pasta Recipes?

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Stuffed Shells
Manicotti
Million Dollar Macaroni and Cheese
Million Dollar Baked Penne
Million Dollar Chicken Alfredo Bake
Baked Ziti
Tortellini Al Forno
Chicken Bacon Ranch Casserole
Turkey Tetrazzini

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Tools Used in This Recipe

Casserole Dish 9×13 inches

Pasta Pot and Strainer

Stainless Steel Fry Pan 12 in.

Cheese Grater

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Baked Macaroni and Cheese

This Baked Macaroni and Cheese recipe is creamy comfort food your whole family will love and will be the hit at every potluck, Sunday supper and holiday! It’s extra velvety, luxuriously creamy and bursting with flavor, thanks to the homemade cheese sauce made with three different cheeses and my secret seasonings. This recipe for baked macaroni and cheese is also easy to customize by adding veggies or protein like chicken, bacon or sausage. Best of all, this post includes tips for the SILKIEST Macaroni and Cheese Casserole ever – no grainy, gritty or dry pasta here! Serve it up with Caesar Salad and Garlic Butter Breadsticks for the ultimate cozy homerun!

Servings: servings

Total Time: 50

Prep Time: 25

Cook Time: 25

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Ingredients

1 pound cavatappi/cellentani pasta (may sub rigatoni or penne)
4 tablespoons unsalted butter
1/4 cup all-purpose flour
3 cups milk
1 12 oz. can evaporated milk
1 tablespoon cornstarch
1 tablespoon Dijon mustard
1 tablespoon chicken bouillon (see notes)
1 tsp EACH onion powder, garlic powder, dried parsley, salt
1/2 teaspoon pepper
1/4-1/2 teaspoon red pepper flakes (optional)
1 ½ cups freshly shredded sharp cheddar cheese, room temperature
1 ½ cups freshly shredded Gruyere cheese, room temperature
1 ½ cups freshly shredded smoked Gouda cheese, room temperature, divided (substitute young Gouda or cheddar if you don't like smoked; do NOT use aged Gouda)
1/2 cup freshly grated Parmesan cheese

PANKO TOPPING (OPTIONAL)

3/4 cup panko breadcrumbs
2 tablespoon butter
1 tablespoon extra virgin olive oil

Instructions

Cook Pasta: Cook pasta just until al dente according to package directions – don’t overcook! Strain and rinse with cold water.
Prep: Preheat oven to 350 degrees F. Lightly grease a 9×13 baking dish; set aside.
Roux: Melt 4 tablespoons butter in a very large saucepan or Dutch oven over medium heat (a pot large enought to later combine pasta). Whisk in the flour and cook/whisk for a full three minutes until very smooth.
Sauce: Reduce heat to low, then gradually whisk in the milk. Whisk cornstarch into evaporated milk, then gradually add to the pan followed by chicken bouillon, Dijon mustard and all remaining spices/seasonings.
Thicken Sauce: Bring to a boil, whisking constantly, then reduce heat to medium and simmer, whisking often, until thickened (but not overly thick becasue it will thicken significantly with the cheeses).
Add cheeses: Remove from heat and whisk in sharp cheese until melted, followed by 1 cup Gouda until melted, followed by Gruyere until melted. Add pasta and toss until evenly coated (it will seem like a lot of extra sauce which is a good thing).
Assemble: Pour pasta into prepared baking dish and spread into an even layer. Sprinkle with remaining ½ cup Gouda and Parmesan cheese.
Panko topping: Melt butter in olive oil over medium heat in a medium skillet. Add panko and stir to coat. Continue cooking until crumbs turn golden brown. Evenly sprinkle over macaroni and cheese.
Bake: Bake uncovered at 350 degrees F for 25-30 minutes or until bubbly. Watch towards the end, and cover with foil if the top is browining too much. Cool 10 minutes to set before serving.

Video

Notes

Ingredient Tips

Gouda: I recommend smoked Gouda verses young because it’s rich and smoky whereas young Gouda is mild and sweet. Do not, however, use aged Gouda because it is hard and crumbly and does not melt as well. If you want a mellower smoked flavor, then swap some of the Gouda for cheddar.
Shred all cheeses yourself: Avoid bagged, pre-shredded cheeses as they contain anti-clumping chemicals designed to prevent them from clumping in the bag – these same chemicals prevent the cheese strands from melting and will leave you with gritty, lumpy, sad Macaroni and Cheese.
Evaporated milk: This secret ingredient adds creaminess without the fat of heavy cream. Evaporated milk is canned, stabilized homogenized cow’s milk from which 60 percent of the water has been removed. This means it is thicker than just milk and more stable than heavy cream and less likely to curdle or separate.
Chicken bouillon: Please do not skip! It is a secret ingredient that adds tons of flavor. You can use chicken bouillon, bouillon powder or better than bouillon – all in equal amounts. If you are using bouillon cubes, just mash them up a bit before you add them to the sauce – don’t dissolve in water first. You will need 3 cubes.
Variations: See post for lots of vitiations including bacon, sausage, broccoli and more!

Make Ahead

Sauce: Make as directed, cool, and store in an airtight container in the refrigerator. Reheat gently in a large skillet before using, adding additional milk, as needed, to thin to desired consistency.
Pasta: Cook al dente, drain, then toss with a drizzle of oil to prevent the pasta from sticking together. Cool completely before transferring the to an airtight container to store in the refrigerator. When ready to serve, add the cold pasta to the warmed sauce, no need to reheat.

Storage

To store: Store in an airtight container in the refrigerator for up to 5 days.
Freezing tips: If making this recipe specifically to freeze, I suggest using all evaporated milk and reducing the pasta so the recipe remains creamy. The cheese can become a little grainy, but still delicious – just not fresh of-the-stove perfection.
To freeze: Let the casserole cool to room temperature, cover with a few layers of plastic wrap followed by foil; freeze for up to 3 months. Thaw completely before baking.

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4 Comments

Laura says

at

I just made this for a side on Christmas Day and it was absolutely delicious!! All 12 people loved it. I probably should have covered the Mac and cheese with foil towards the end because the panko crumb topping got really cooked and crunchy but was still so delicious. This is a keeper!

- Jen says
  
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  Thanks for taking the time to comment Laura, I’m so pleased it was a hit!
  
Anne says

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This was super creamy and delicious! We have been making Martha Stewart’s mac&cheese for the past few years, but I wanted to try this recipe because I thought it sounded creamier. It was and now I think we have a new recipe.

- Jen says
  
  at
  
  Yessss! I’m so pleased this was a winner and has replaced your old recipe!