Macaroni and Cheese
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Macaroni and Cheese

The real deal, cheesy and rich, and baked with a gorgeous crunchy topping..
Prep Time20 mins
Cook Time30 mins
Total Time50 mins
Course: Side Dish
Cuisine: American
Servings: 8 People
Calories: 718kcal
Author: Katie Workman


For the Panko Topping

  • 3 tablespoons unsalted butter
  • 3 cups panko Japanese bread crumbs, see Note
  • ½ cup freshly grated Parmesan cheese

For the Pasta and Cheese Sauce

  • 4 tablespoons (½ stick) unsalted butter plus butter for greasing the baking dish(es)
  • 4 tablespoons all-purpose flour
  • ½ teaspoon red pepper flakes optional
  • 4 ½ cups 2-percent or whole milk however indulgent you’re feeling
  • 1 cup heavy whipping cream
  • 5 cups coarsely grated flavorful cheese such as sharp cheddar or Gruyère, or a mix (see "Who Moved My Cheese to the Back of the Fridge?" below)
  • ½ cup freshly grated Parmesan cheese
  • 4 teaspoons Dijon mustard
  • 1 ½ teaspoons kosher or coarse salt or more to taste
  • ½ teaspoon freshly ground black pepper or more to taste
  • 1 ½ packages (24 ounces) dried cavatelli ziti, penne, or any short pasta


  • Preheat the oven to 400°F. Butter a shallow 4-quart baking dish (or use 2 smaller baking dishes, or one smaller baking dish and some individual ramekins; see the Fork in the Road, opposite page).
  • Bring a large pot of water to a boil, salt it generously, and let the water return to a boil.
  • Meanwhile, make the panko topping: Melt the butter in a small saucepan over low heat or place it in a medium-size microwave-safe dish and heat it in a microwave oven until melted, 15 seconds. Add the panko and the Parmesan and stir until well combined. Set the panko topping aside.
  • Make the pasta and sauce: Melt the butter in a large heavy saucepan over medium heat. Whisk in the flour and red pepper flakes, if using. Cook, stirring, until the flour is blond in color, about 4 minutes. Gradually whisk in the milk. Increase the heat to medium-high and let come to a simmer, whisking frequently. Reduce the heat to medium-low and let the sauce simmer until it starts to thicken, about 5 minutes. Add the cream, grated cheese, Parmesan, mustard, salt, and black pepper, stirring until everything is smooth. Taste for seasoning, adding more salt and/or black pepper as necessary.
  • Add the pasta to the boiling water and cook it until barely al dente (follow the package directions but stop a minute or two before the pasta is completely tender). Set aside 1 cup of the pasta cooking water, then drain the pasta.
  • Whisk the reserved pasta cooking water into the cheese sauce, combining it thoroughly. Add the pasta to the cheese sauce and stir to combine. Spoon the pasta mixture into the prepared baking dish. There will appear to be a lot of sauce. Some of it will be absorbed into the pasta as it cooks, and in my book saucy is better than dry.
  • You can continue with Step 8 or see the Fork in the Road suggestion on preparing the mac and cheese for kids below.
  • Sprinkle the panko topping evenly over the pasta and bake it until golden and bubbling, 30 to 40 minutes. Let the pasta sit for a few minutes before serving.


Make Ahead

You can prepare the macaroni and cheese up to the point of baking and let it sit at room temperature for up to two hours. If you want it to keep longer, you can refrigerate it for up to one day. Either let the macaroni and cheese come to room temperature before baking or, if you’re taking it straight from the refrigerator, add about fifteen minutes to the baking time.
Also, you can wrap the macaroni and cheese very well with aluminum foil and freeze it for up to three months. Either defrost it in the fridge (this takes about twenty-four hours), or add about thirty minutes to the baking time— leave the foil on the casserole for the first thirty minutes of baking so the top doesn’t get too brown.
No matter what, if you’re going to refrigerate or freeze the dish before baking, hold off on the panko topping. It’s best if you add it just before baking.

What the Kids Can Do

Kids can grate cheeses, if they are old enough to handle a grater. They can measure all of the ingredients and mix together the panko topping. If they can be safely near a hot stove they can help stir together the sauce. And they can sprinkle the crumb topping over the casserole.


Calories: 718kcal | Carbohydrates: 28g | Protein: 31g | Fat: 54g | Saturated Fat: 33g | Cholesterol: 166mg | Sodium: 1333mg | Potassium: 332mg | Fiber: 1g | Sugar: 9g | Vitamin A: 1819IU | Vitamin C: 1mg | Calcium: 868mg | Iron: 2mg