baked macaroni + cheese

by Amy on 20 December 2010

when i think comfort food, mac + cheese is one of the first things that comes to mind. while i love interesting versions of it, featuring jalapenos, bacon or mushrooms (to name a few), sometimes i just want a slightly dressed-up take on the childhood classic. after trying endless recipes, i stumbled across this one, which has become my go-to mac + cheese (+ a huge crowd favorite!)

a few notes – first, make sure you use great, high-quality cheeses for this recipe. the cheese is what makes the dish so wonderful, so you’ll want to use types that lend rich flavor + texture to the sauce. i opt for extra-sharp cheddar + a delicious aged parmigiano-reggiano when i make this, + the flavor combination is sinfully good. if you prefer a milder cheddar or even a white cheddar, you can certainly use those instead.

how good is this mac + cheese? so good that as soon as it came out of the oven, i dug a fork right into the baking dish + started nomming. so good that i barely stopped eating long enough to snap a picture of it, hence the picture above, which does not do this mac + cheese justice! it is the creamiest, richest, most flavorful mac + cheese that i have ever made. it is a wonderful accompaniment for pulled pork barbeque, burgers, or steak, or it stands alone beautifully as a decadent, comforting main course. enjoy!

baked macaroni + cheese with panko topping

makes 8-10 servings, adapted from gourmet magazine


for panko topping

1/4 stick unsalted butter
1 cup panko breadcrumbs
1/2 pound coarsely grated extra-sharp cheddar cheese
1/4 cup grated parmesan cheese

for mac + cheese

1/2 stick unsalted butter
1 onion, diced
3 tablespoons all-purpose flour
2 ½ cups whole milk
1/2 pound coarsely-grated extra-sharp cheddar cheese
1/4 cup grated parmesan cheese
1/2 pound elbow macaroni


to make breadcrumb topping

preheat oven to 400°
melt the butter, then toss with panko + topping cheeses in a bowl until combined well.

make sauce

melt butter in medium saucepan over medium heat, then add in the diced onions. cook until onions are translucent + starting to caramelize, about 10-15 minutes. stir in the flour.

cook the roux, stirring for 3 minutes, then whisk in milk. bring to a boil, whisking constantly, then simmer, whisking occasionally, for 3 minutes.

stir in cheese, 1 teaspoon salt + 1/2 teaspoon pepper, until smooth. remove from heat + cover surface with wax paper.

make macaroni

cook macaroni in a pot of boiling salted water until al dente. reserve 1/2 cup of the cooking water + drain macaroni

in a large bowl, stir together macaroni, reserved cooking liquid, + the cheese sauce. transfer to a buttered 9 x 9 baking dish.

sprinkle topping evenly over macaroni + add fresh cracked pepper. bake until golden + bubbling, about 20 – 25 minutes.

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{ 16 comments… read them below or add one }

1 Nashville Nosher December 20, 2010 at 8:55 am

wow that looks amazing! I had a roommate in college who made amazing mac & cheese with SUGAR in it. She never would give me the recipe though :(

2 amy December 20, 2010 at 9:15 am

i’ve known some people who put sugar in their mac + cheese but i’ve never tried it – did it alter the flavor much? it’s unfortunate that your roommate wouldn’t give up the recipe, but i bet you could re-create it at home with a little trial + error. =) you could add a little sugar to this recipe + see how it turns out. i bet it would be good!

3 Dayna December 20, 2010 at 9:16 am

Okay…I’ve volunteered to cook Christmas dinner for my family this year, and I thought i had finalized the menu…but after seeing this, I’m going to modify my menu because I think my whole family would LOVE this mac-n-cheese!!!

4 amy December 20, 2010 at 9:36 am

that’s fabulous that you’re cooking christmas dinner — i know you’re an amazing cook + baker, so i’m sure your family is thrilled!

depending on how you like your mac + cheese, i have tried some successful additions to this recipe. if you want more savory flavor, you can add finely chopped onions, shallots, and/or garlic to the melted butter right before you make the roux. i let those cook down, sometimes to just translucent, sometimes until caramelized, then proceed with adding the flour, + following the recipe as is. also, if your family loves veggies, sometimes i’ll stir frozen peas in the mixture right before baking.

it’s a wonderful recipe as it is, but those are a few changes i occasionally make. it’s up to you depending on how your family prefers their mac + cheese!

5 Kate December 20, 2010 at 9:56 am

Oh, you made the mac&cheese! It looks delicious! I’ll be making it on Friday and I’ll be sure to send you the pictures!

6 amy December 20, 2010 at 10:24 am

yes! we made it to go with pulled pork barbeque + it was perfection. it’s so rich + delicious, but incredibly easy to make. i can’t wait to see your fabulous pictures! enjoy. =)

7 Heidi Alberti and Atticus Uncensored December 20, 2010 at 11:26 am

I think I NEED to make this, Amy! Who doesn’t love homemade mac n cheese?!?

Have you ever infused sprigs of thyme or rosemary into the butter? I’m thinking the savoriness of the herbs might add a delicious, deeper taste. What do you think?

8 amy December 20, 2010 at 12:00 pm

that is a wonderful idea. i’ve added onions, shallots or garlic to the butter on various occasions + let those cook down/caramelize before proceeding to make the roux. they definitely add some depth.

i’ve never used fresh herbs, but would like to try it (especially because we grow fresh rosemary in the yard). would you chop it up + add it to the butter, or just put in an herb bundle + pull it from the butter after the flavor infused? i’d probably go with the latter so you get the flavor but not the added texture. will definitely be trying that in the future! thanks for the idea.

9 Heidi Alberti and Atticus Uncensored December 20, 2010 at 3:55 pm

I’d definitely make an herb bundle— just infuse the butter with those lovely fresh herbs!

I tried using your “facebook share” feature for this article (I know loads of people who’d love this!), but it doesn’t appear to be functioning properly. I’ll just copy the link and share, but thought you’d like to know.

10 amy December 20, 2010 at 4:00 pm

thanks for sharing it, heidi! i noticed that the facebook button isn’t working, too, but i’m not sure how to fix it. it’s just a ‘sharethis’ plug-in so i can’t quite figure out the glitch. i’ll do some research to figure it out. thanks again!

11 Debbie Goldberg December 20, 2010 at 4:01 pm

Wow… sounds incredible. This will get a taste test this week in our home!
– Debbie

12 amy December 20, 2010 at 4:18 pm

awesome! i can’t wait to hear what you think about it. let me know how it turns out!

13 Vivek Surti December 21, 2010 at 12:02 pm

I LOVE mac n cheese! I also posted my recipe ( but I really like your idea of tossing breadcrumbs in butter before baking. I’ll definitely have to use that tip!
Thanks for sharing, Amy!

14 amy December 21, 2010 at 4:06 pm

our recipes actually have a lot of similarities, which is fun. =) mixing butter in with the panko topping does add some richness + depth – you should try it!

while i use cheddar + parmesan in this recipe, i *do* love mac + cheese with pepperjack. have you ever made/tried park cafe’s jalapeno mac + cheese? it uses pepperjack + is absolutely scrumptious! they printed the recipe in a magazine (i can’t remember which one) a few years back + i made it + loved it. i’m going to see if i have that recipe around anywhere – i’ll forward it to you if you’re interested!

15 mia December 21, 2010 at 7:11 pm

amy! first off i totally heart your blog. second, i miss your face, and i’ll def be in nashville this spring at some point so i’ll hit you up. third, i’m for sure making this mac and cheese on xmas eve and i love the idea of serving w pulled pork. do you have a good recipe? my roommate has a crockpot recipe thats a tad meh and i’d love to know yours!

16 amy December 21, 2010 at 9:35 pm

1) if you had a blog, i would totally heart it, too. maybe you should start one?
2) your face is obviously missed. no question about that one.
3) please do hit me up when you’re around!
4) i’m excited that you’re making the mac + cheese! read through some of the earlier comments + you’ll see some suggestions from me + others about adding onions, garlic, shallots, or an herb bundle. just fyi, in case you want to mix it up!
4) we started with a pork shoulder that had been smoked + frozen a few weeks prior (we have friends with smokers, which rocks), so we just finished it off in the oven on a low heat (about 250-275, i believe), covered, with a couple of inches of apple juice in the bottom. cooked for about 6 hours, flipped once. i imagine that an already smoked shoulder might be hard to come across (honestly, though, i have no idea). let me do some research + get back to you ASAP! do you have a grill that you could smoke one on? is it too cold to grill? gas or charcoal?


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