Creamy Baked Mac and Cheese

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Creamy Baked Mac and Cheese stays rich and creamy from the oven to the table. A from-scratch cheddar and Monterey Jack sauce coats every noodle, and a buttery Panko and Parmesan topping bakes up golden and crisp. It feeds 12 as a side, so it's built for a crowd.

Wooden spoon scooping out creamy baked mac and cheese from a 9x13-inch baking dish.

Why This Baked Mac and Cheese Works

Headshot of Kristen Chidsey in A Mind Full Mom Apron.

I have been asked by readers to create a mac and cheese recipe that can be baked and then remain creamy for serving. And while my family loves my one-pot mac and cheese and Instant Pot mac and cheese, this one knocked their socks off. While made with everyday ingredients, it is so rich and creamy, making it perfect for entertaining.

  • Still creamy at the table. It holds up after sitting 10 to 15 minutes, so it's still creamy when everyone finally sits down to eat.
  • No specialty cheeses needed. Sharp cheddar brings the flavor and Monterey Jack melts smooth into the sauce, and you likely have both on hand.
  • Pasta that holds up in the oven. It cooks 1 minute shy of the package time, so it finishes baking without going soft.
  • A crisp, golden topping. Panko, Parmesan, and melted butter bake into a crust over the creamy middle.
  • Make it fresh or make it ahead. It's best straight from the oven, but I'll show you how to prep it up to a day early for the holidays.

Ingredients & Substitutions

Elbow noodles, milk, cheddar, Monterey Jack, Parmesan, Panko, butter, and spices for baked mac and cheese.
  • Elbow Macaroni: Cook it 1 minute less than the package says. Cavatappi works too; it's the same shape I use in my creamy cavatappi pasta.
  • Whole Milk: Whole milk makes the creamiest sauce. 2% milk works, but the sauce won't be quite as creamy. Half and half on its own is almost too luxurious, so if you use it, mix it with equal parts milk.
  • Sharp Yellow Cheddar: Sharp cheddar gives the most cheese-forward flavor, but regular cheddar works too. I've also tested this with white sharp cheddar and enjoyed it. Shred the cheese yourself for the most even melt.
  • Monterey Jack: Colby Jack gives you the same mild results, or use Swiss for a bit more tang. And again, I recommend shredding the cheese yourself for a smooth melt.
  • Extra Cheese (Optional): For a really cheesy finish, top the mac and cheese with up to 4 ounces of additional shredded cheddar and/or Monterey Jack before adding the breadcrumb topping. I typically skip it, as I find the cheese sauce to be plenty.
  • Nutmeg: This may sound odd, but a bit of grated nutmeg from a whole nutmeg adds a bit of warmth to the sauce. I use this same trick when making the cream sauce for my scalloped potatoes. If you don't have a whole nutmeg, skip this addition, as ground nutmeg can be overpowering.
  • Panko and Parmesan: Tossed with melted butter, they make the crispy topping. For a different crunch, use a buttery cracker topping like the one on my poppy seed chicken casserole.

How to Make Baked Mac and Cheese

Before you start, measure the milk and let it sit on the counter while the oven preheats and the pasta cooks, so it's room temperature by the time you make the sauce. And while this section is designed to help walk you through the recipe, full directions and quantities are in the recipe card at the bottom of this post.

  1. Cook the pasta. Bring a large pot of water to a rapid boil, then salt it generously and stir in the macaroni. Cook 1 minute less than the package directions, until just al dente.
  2. Butter the pasta. Drain, but do not rinse! We want that surface starch left on the pasta, as it will help the cheese sauce cling to the noodles. Return the hot pasta to the pot, and toss with 1 tablespoon of butter. Let it cool slightly while you make the sauce.
Cooked elbow noodles tossed with a bit of butter in large saucepan.
  1. Make the roux. Melt the remaining butter in a large saucepan over medium-high heat. Whisk in the flour and cook for 1 minute, whisking constantly. This cooks off the raw flour taste.
Whisk combining flour and butter together in small saucepan to form a thick paste.
  1. Add the milk slowly. Go slow with the room-temperature milk. I like to drizzle while whisking, but you can whisk, drizzle, whisk, drizzle. Once it's smooth, season with salt, garlic powder, onion powder, and nutmeg.
Milk being drizzled into saucepan as it is being whisked into the roux.
  1. Thicken the sauce. Reduce the heat to medium and bring it to a gentle bubble. Simmer, whisking often, until the sauce coats the back of a spoon, 3 to 4 minutes.
A line drawn down a wooden spoon showing that the cream sauce has thickened.
  1. Melt in the cheese. Take the pan off the heat and whisk in the shredded cheddar and Monterey Jack a handful at a time.
Saucepan with from-scratch cheese sauce.
  1. Combine. Pour the cheese sauce over the pasta and toss to coat, then add it to a buttered 9×13-inch baking dish.
Macaroni noodles coated in a from scratch cheese sauce in 9x13-inch baking dish.
  1. Add the toppings. If you'd like, sprinkle the extra cheese over the macaroni first. For the breadcrumb topping, mix the Panko, Parmesan, and melted butter in a small bowl, then sprinkle evenly over the mac and cheese.
Macaroni coated in creamy, cheese sauce in baking dish topped with more shredded cheese and panko parmesan breadcrumb.
  1. Bake. Bake uncovered for 20 to 25 minutes, until the top is lightly golden. Let the dish rest for 5 to 10 minutes after pulling it from the oven so the sauce can settle without breaking.

Like it crispy?

Finish the mac and cheese under the broiler, but watch it closely so the topping doesn't burn.

Spoonful of baked mac and cheese coming out of baking dish topped with parmesan topping showing a thick, creamy, smooth cheese sauce.

How to Serve Baked Mac and Cheese

On the holiday table, it sits right next to baked ham, Instant Pot ham, or roasted turkey, along with my old-fashioned bread stuffing and green bean casserole.

For a weeknight, I cut the recipe in half, leave off the extra cheese and Panko topping, and bake it in an 8×8-inch dish for the same amount of time. It pairs perfectly with my Shake and Bake Pork Chops or baked chicken tenders.

How to Prep Baked Mac and Cheese in Advance

Baked mac and cheese is best fresh, but here's how to prep it ahead.

  • Cook the pasta, toss it in butter, and let it cool completely. This is important. Hot pasta will absorb the sauce and bloat.
  • Make the cheese sauce, stir it through the pasta, and spread it into the baking dish. Add the extra cheese now, if using.
  • Refrigerate for up to 24 hours, or freeze and thaw fully in the fridge.
  • Add the Panko topping right before baking.
  • Cover with foil and bake at 350℉ for 15 minutes, uncover, and bake another 25 minutes, until the top is golden. It takes a bit longer to bake since it was refrigerated first.

Storage & Reheating Instructions

  • Refrigerate: Store leftovers in an airtight container in the fridge for up to 4 days.
  • Freeze: Freeze in a freezer-safe storage bag or container for up to 1 month. Defrost fully in the fridge before reheating.
  • Reheat a Single Serving: Scoop a portion into a small bowl and cover with a damp paper towel. Microwave in 30-second intervals, stirring after each, until warmed through.
  • Reheat a Large Batch: Let the baking dish sit at room temperature for 15 to 30 minutes to take the chill off. I do this while the oven preheats. Cover tightly with foil and bake at 350℉ for 20 to 30 minutes, until warmed through. To crisp up the breadcrumb topping, remove the foil for the last 5 to 10 minutes.

FAQs on Baked Mac and Cheese

Why is my cheese sauce grainy or broken?

Usually it's one of a few things. The milk went in too fast or too cold, the cheese was bagged pre-shredded instead of freshly grated, or the cheese went in all at once. For the smoothest sauce, use room-temperature milk, whisk it in slowly, shred your own cheese, and add it off the heat a handful at a time. If your sauce breaks, it's hard to fix, but not impossible. Remove it from the heat immediately, add a tablespoon or two of warm milk, and whisk vigorously. That can sometimes save it.

Can I make this gluten-free?

I haven't tested this recipe with a gluten-free flour blend for the roux or with gluten-free noodles, so I can't say for sure. In theory, it should work, but I don't know how the noodles hold up when made ahead or reheated.

More Holiday Side Dishes

If this mac and cheese is on your holiday menu, round out the table with these:

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Creamy Baked Mac and Cheese

Servings: 12
Prep: 10 minutes
Cook: 45 minutes
Resting Time: 5 minutes
Total: 1 hour
Spoonful of baked mac and cheese topped with parmesan topping showing a thick, creamy, smooth cheese sauce.
Creamy baked mac and cheese with sharp cheddar, Monterey Jack, and a crispy Panko topping. It stays creamy after resting and feeds a crowd.

Video

Ingredients 

  • 16 ounces elbow macaroni
  • 6 tablespoons unsalted butter, divided
  • ⅓ cup all-purpose flour
  • 4 cups whole milk, room temperature
  • 1¼ teaspoons kosher salt, + more for salting water
  • ½ teaspoon garlic powder
  • ½ teaspoon onion powder
  • ⅛ teaspoon freshly grated nutmeg, from a whole nutmeg, optional
  • 8 ounces sharp yellow cheddar, shredded
  • 4 ounces Monterey Jack, shredded

Optional Cheese Topping

  • 4 ounces shredded cheese, I use a combination of cheddar and Monterey Jack

Optional Crispy Bread Crumb Topping

  • 4 tablespoons unsalted butter, melted
  • ½ cup Panko breadcrumbs
  • ½ cup grated Parmesan

Instructions 

  • Arrange a rack in the center of the oven and preheat to 350℉. Lightly grease a 9x13-inch baking dish with butter and set aside. Measure out the milk and set it on the counter to come to room temperature while the oven preheats and the pasta cooks.
  • Bring a large stockpot of water to a rapid boil. Once boiling, season the water generously with salt, then stir in the macaroni. Cook 1 minute less than the package directions state, or until just al dente.
  • Drain the pasta, but don't rinse. Return the hot, drained pasta to the pot, add 1 tablespoon of butter, and toss to coat. Set aside to cool slightly while you make the sauce.
  • In a separate large saucepan, melt the remaining 5 tablespoons of unsalted butter over medium-high heat. Once melted, whisk in the flour and cook for 1 minute, whisking constantly, to cook off the raw flour taste.
  • Slowly whisk in 4 cups of milk. Go slow; I like to drizzle while whisking, but you can whisk, drizzle, whisk, drizzle. Once incorporated, season with salt, garlic powder, onion powder, and nutmeg.
  • Reduce the heat to medium, and bring to a gentle bubble. Simmer, whisking often, until the sauce has thickened enough to coat the back of a spoon, about 3-4 minutes.
  • Remove the sauce from the heat and gradually add the shredded cheddar and Monterey Jack cheese, a handful at a time, whisking to incorporate.
  • Add the cheese sauce to the pasta and toss to coat, then pour into the prepared baking dish.
  • If desired, top with up to 4 ounces of shredded cheese.
  • For a crispy topping, combine the panko, parmesan, and melted butter in a small mixing bowl. Sprinkle evenly over the macaroni mixture.
  • Bake uncovered for 20-25 minutes, until the top is lightly golden.
  • Let the mac and cheese sit for 5 to 10 minutes after baking so the sauce can settle without breaking.

Notes

Cheese: Shred the cheese yourself for the most even melt. 8 ounces of cheddar is about 2 cups shredded, and 4 ounces of Monterey Jack is about 1 cup. The extra 4 ounces for topping is about 1 cup and is optional.
Cheese Swaps: Regular or white sharp cheddar works in place of sharp yellow cheddar. Colby Jack gives the same mild results as Monterey Jack, or use Swiss for a bit more tang.
Milk: Use room-temperature milk to keep the cheese from seizing and the sauce from breaking. 2% milk works, but the sauce won't be as creamy. If using half and half, I recommend mixing it with equal parts milk, or it will be a tad too rich.
Pasta: Cavatappi or corkscrew works as a substitute for elbow macaroni.
Half Batch Note: Halve the ingredients, skip the extra cheese and topping, and bake in an 8×8-inch dish for the same time.
Make Ahead: Cook the pasta, toss it in butter, and cool it completely so it doesn't absorb the sauce and bloat. Mix with the cheese sauce, spread into the baking dish, and add the extra cheese, if using. Refrigerate for up to 24 hours, or freeze and thaw fully in the fridge. Add the Panko topping right before baking. Cover with foil and bake at 350℉ for 15 minutes, then uncover and bake 25 minutes more, until golden.
Storage: Refrigerate leftovers for up to 4 days. Freeze for up to 1 month and thaw fully in the fridge before reheating.
Reheat: For one serving, cover with a damp paper towel and microwave in 30-second intervals, stirring between each. For a large batch, let it sit at room temperature for 15 to 30 minutes, cover tightly with foil, and bake at 350℉ for 20 to 30 minutes. Uncover for the last 5 to 10 minutes to crisp the topping.
Nutrition is based on using the optional additional cheese and Parmesan-panko topping.

Nutrition

Calories: 457kcalCarbohydrates: 38gProtein: 19gFat: 26gSaturated Fat: 15gPolyunsaturated Fat: 1gMonounsaturated Fat: 6gTrans Fat: 0.4gCholesterol: 74mgSodium: 613mgPotassium: 259mgFiber: 1gSugar: 5gVitamin A: 792IUVitamin C: 0.02mgCalcium: 407mgIron: 1mg

Nutrition information is automatically calculated, so should only be used as an approximation.

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About Kristen Chidsey

Kristen is a wife, busy mom of two, and creator of A Mind "Full" Mom. From breakfast to dinner to dessert, it is her passion to share tried-and-true recipes that are big on flavor, made with easy-to-find ingredients, and family-approved!

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