Golden on top, silky inside—this Cheese Macaroni Bake hits every comfort note. You’ll get a luxuriously creamy cheese sauce (no grainy bits), perfectly cooked pasta, and a crunchy, buttery topping that shatters with each bite. It’s weeknight-easy, potluck-worthy, and built to customize.
Why You’ll Love It
- Ultra-creamy sauce: Smooth, velvety, never chalky.
- Crispy top, tender middle: The ideal baked mac texture combo.
- Make-ahead friendly: Assemble, chill, and bake when ready.
- Endlessly flexible: Swap cheeses, add veggies or protein, or make it gluten-free.
Ingredients
Pasta
- 1 lb (450 g) elbow macaroni (or cavatappi/shells)
- 1 tbsp kosher salt (for boiling water)
Cheese Sauce
- 4 tbsp (56 g) unsalted butter
- 4 tbsp (30 g) all-purpose flour
- 3 cups (720 ml) milk, warmed (whole or 2%)
- 1 cup (240 ml) heavy cream (or more milk for lighter)
- 1½ tsp kosher salt (to taste)
- ½ tsp black pepper
- ½ tsp garlic powder
- ½ tsp dry mustard (or 1 tsp Dijon)
- Pinch cayenne or smoked paprika (optional)
- 3 cups (300 g) sharp cheddar, freshly grated
- 1 cup (100 g) Gruyère, Gouda, or Monterey Jack, freshly grated
Crunchy Topping
- 1 cup (60 g) panko or fresh breadcrumbs
- 2 tbsp (28 g) melted butter
- ¼ cup (25 g) grated Parmesan (optional)
- Pinch paprika or black pepper
Optional Add-Ins (choose 1–2)
- 1½ cups steamed broccoli florets (bite-size)
- 1 cup sautéed mushrooms or caramelized onions
- 1 cup diced cooked chicken or turkey (no pork)
- ½ cup thawed peas
Time & Yield
- Prep: 20 minutes
- Cook: 25–30 minutes
- Total: ~50 minutes
- Yield: 1 (9×13-inch / 23×33 cm) pan, 6–8 servings
Instructions
1) Par-Cook the Pasta
Bring a large pot of salted water to a boil. Cook pasta 1–2 minutes less than package “al dente.” Drain; do not rinse.
2) Make the Velvety Cheese Sauce
- In a large saucepan, melt butter over medium. Whisk in flour; cook 1–2 minutes until foamy (no browning).
- Gradually whisk in warm milk and cream. Add salt, pepper, garlic powder, dry mustard, and cayenne/paprika if using.
- Simmer, whisking, 3–5 minutes until thick enough to coat a spoon.
- Off heat, whisk in cheeses in 2–3 additions until smooth.
If the sauce feels too thick, loosen with an extra splash of warm milk.
3) Combine & Pan Up
Fold drained pasta (and any add-ins) into the sauce. Taste and adjust salt. Transfer to a buttered 9×13-inch baking dish.
4) Mix the Topping
Stir panko, melted butter, Parmesan, and a pinch of paprika/pepper. Scatter evenly over the pasta.
5) Bake to Golden
Bake at 375°F (190°C) for 20–25 minutes until bubbling at the edges and the top is golden. Rest 5–10 minutes before serving for clean scoops.

Nutrition (Per Serving, 8 servings)
Approx. 520 kcal, 26 g fat, 49 g carbs, 24 g protein, 730 mg sodium (varies by cheese and milk).
Pro Tips for Creamy, Non-Grainy Sauce
- Warm dairy + gentle heat: Prevents clumping and keeps the emulsion silky.
- Freshly grated cheese: Pre-shredded has anti-caking agents that can make the sauce gritty.
- Undercook pasta: It finishes in the oven and stays pleasantly firm.
- Season the béchamel first: Then add cheese off heat for a glossy finish.
Variations & Twists
- Four-Cheese Bake: Cheddar + Gruyère + Fontina + Parmesan.
- Smoky Chipotle: Stir 1–2 tsp chipotle puree into the sauce; top with pepper jack.
- Broccoli Cheddar: Fold in steamed broccoli and a squeeze of lemon over servings.
- Tomato-Basil: Swirl ½ cup thick marinara into the pan; finish with torn basil.
- Gluten-Free: Use GF pasta and a 1:1 GF flour blend for the roux; GF panko for topping.
- Lighter Version: Replace cream with milk and reduce cheese by ½ cup; keep flavor with mustard and paprika.
Make-Ahead, Storage & Reheat
- Assemble ahead: Cover and refrigerate up to 24 hours. Bake covered 10 minutes, then uncover and bake 15–20 minutes more until hot and golden.
- Leftovers: Refrigerate 3–4 days.
- Reheat: Add a splash of milk, cover, and warm in a 300°F (150°C) oven until creamy; broil 1–2 minutes to re-crisp topping.
- Freeze: Best frozen before baking (well wrapped) up to 2 months; thaw in the fridge overnight and bake as above.
What to Serve With It
- Simple green salad with lemon vinaigrette
- Roasted veggies (broccoli, asparagus, tomatoes)
- Grilled chicken, seared salmon, or a crisp apple slaw
This Cheese Macaroni Bake is the platonic ideal of mac and cheese: creamy, cheesy, and beautifully bronzed. Master the sauce once, and you’ll riff on it forever—weeknights, potlucks, holidays, or any time you need a warm, cheesy hug in a pan.