Baked Macaroni and Cheese with a Crispy Topping! (VIDEO)
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This is my tried and true Baked Mac and Cheese recipe I make for any special occasion and it is always a hit! The pasta is baked with two kinds of cheese and a crispy panko topping that makes every bite packed with flavor and texture!
Watch the Baked Mac and Cheese Recipe Video!
A Note from CJ
This is your new favorite Baked Mac and Cheese!
I’ve been making this recipe for years because it’s truly the best mac and cheese in my opinion – rich, creamy, crispy, and so flavorful with every bite! Try it and I promise it’ll be your favorite, too!
The best part of any meal is the sides – so make sure to serve this with Mashed Potatoes or Garlic Mashed Potatoes, Roasted Brussels Sprouts, Roasted Cauliflower, Crispy Smashed Potatoes, Honey Glazed Carrots, Creamed Spinach, and Roasted Green Beans with Bacon!
Absolutely perfect! For years I’ve been trying different recipes because I’ve been searching for the perfect combination of creaminess, texture, and flavor. This is it!! Turned out to be the star of the show on Thanksgiving, in just the first bite we knew we’d be making again!
Ingredient Tips
Refer to the recipe card for the full list of ingredients and measurements!
- pasta – traditional recipes use macaroni but I prefer shells because they allow for more cheese to get captured within the fold when baked, which gives each mouthful a more even ratio of pasta to cheese.
- nutmeg – this is my secret ingredient for an incredible mac and cheese! It adds flavor and warmth to the dish, especially in combination with ground mustard and cayenne.
- panko breadcrumbs – Panko breadcrumbs are drier and flakier than regular breadcrumbs, so they absorb less oil and creates a light & crunchier crust when baked. This provides an incredible contrast to the rich and creamy macaronic and cheese. If you don’t have panko, you can use crushed up Ritz crackers.
How to Make Crispy Baked Mac and Cheese
Make the Pasta and Cheese Sauce: Start by cooking your pasta four minutes under al dente so it stays firm after baking. In a dutch oven, melt butter and whisk in flour and ground mustard to form a smooth roux, cooking until lightly golden. Slowly add half and half along with bay leaves, nutmeg, garlic powder, paprika, cayenne, black pepper, and salt, then simmer until slightly thickened. Temper an egg with a bit of the warm sauce, stir it back in, and mix until the sauce is silky. Turn off the heat, add cheddar and gruyere until fully melted, then fold in the pasta.
Assemble, Bake & Get It Crispy: Transfer the macaroni and cheese to a 9×13 baking dish for that classic crispy baked macaroni and cheese finish. Melt the remaining butter and mix with panko, then top the pasta with extra sharp cheddar and the breadcrumbs for the crispy panko topping. Bake at 375°F for 20 minutes, then broil for 3–4 minutes until the top is golden brown and ultra-crispy. Let it rest briefly and enjoy that creamy rich mac and cheese and crispy panko crust!
Key Tip
CJ’s Recipe, Make Ahead, & Storage Tips
Baking Dish Size – It’s important to use the right baking dish size so you have a good ratio of crispy topping with each bite of mac and cheese. For this recipe and measurements, I recommend a 2.5 quart baking dish or casserole dish. If scaling the recipe, scale the baking dish appropriately.
Tempering the Egg – Tempering the egg (where you gradually combine two ingredients that are two different temperatures) is crucial to avoid accidentally scrambling them in the hot cheese mixture! The key is to whisk constantly when adding the hot cheese mixture with the egg – this will prevent the eggs from cooking.
Making Ahead of Time – Cook the pasta 4 minutes less than package directions, assemble the layers in step #4, wrap tightly with saran wrap, and store in the refrigerator until the day of serving (max 2-3 days). On the day of, I would remove the saran wrap and continue from step #5 (make the crispy panko topping), top with cheese and panko, and bake.
Storage and Reheating – Store any leftovers in an airtight container in the refrigerator for up to 3-4 days. The pasta will become mushier and the crispy topping will soften. Reheat until warmed through in the microwave.
If you tried this Baked Mac and Cheese or any other recipe on my website, please leave a 🌟 star rating and let me know how it went in the 📝 comments below!
Baked Mac and Cheese (CRISPY TOPPING!)
Equipment
Ingredients
- 12 oz short cut tube pasta, elbow macaroni, pipe rigate, or medium shells work well
- 1/2 cup + 3 tbsp unsalted butter
- 1/4 cup flour
- 1/2 tbsp ground mustard
- 3 cups half and half
- 2 bay leaves
- 1/2 tsp nutmeg, freshly grated
- 1/2 tsp garlic powder
- 1/2 tsp paprika
- 1/4 tsp cayenne pepper
- 1/2 tsp black pepper
- 1 tsp kosher salt
- 1 egg
- 3 cups sharp cheddar cheese, shredded, 1 cup reserved for topping
- 2 cups gruyere cheese, shredded
- 3 tbsp butter
- 1 cup panko breadcrumbs
Instructions
- Cook the pasta in salted boiling water for 4 minutes less than package directions, then immediately drain and set aside.
- In a large dutch oven or pot over medium heat, melt 1/2 cup (8 tbsp) of butter, then add the flour and whisk to combine. Add the ground mustard and whisk until no lumps remain. Reduce the heat to medium low and cook for 4-5 minutes, stiring occasionally until the roux is a light golden brown.
- Add the half and half to the roux followed by the bay leaves, nutmeg, garlic powder, paprika, cayenne, black pepper, and salt. Stir to combine and bring to a low simmer until slightly thickened, about 5 minutes. In a small bowl, crack in one egg and ladle 1/4 cup of the sauce and mix to combine to temper the egg. Add the mixture back into the pot and stir to combine.
- Turn off the heat, then add 2 cups of the cheddar and gruyere cheeses and mix until smooth, then add your pasta and mix until combined.
- In a small bowl, microwave the remaining butter for 30 seconds or until fully melted. Add the panko to the butter and mix to combine.
- Preheat the oven to 375F. Add the pasta evenly to a 9×13 inch baking dish. Top with the reserved 1 cup of sharp cheddar cheese and the panko breadcrumbs. Bake uncovered at 375F for 20 minutes, then broil for 3-4 minutes to get the topping super crisp and golden brown. Enjoy!
Video
Notes
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.
This Baked Mac and Cheese Recipe was originally posted in November 2023, and updated in Novemeber 2025.
Absolutely perfect! Thank you! For years I’ve been trying different mac n cheese recipes because I’ve been searching for the perfect combination of creaminess, texture, and flavor. This is it!! Turned out to be the star of the show on Thanksgiving, in just the first bite we knew we’d be making again!
Thank you so much, Hannah! I’m so glad you loved it!
Yumm!
Using shells is genius — they’re so much better at trapping that delicious cheese sauce. And I love that you have pablo breadcrumbs, they can’t be beat for a crisp top. I like to use it on baked almondine and tonkatsu as well.
One of my go to side dishes! Love the gruyere cheese in Mac ‘n Cheese. And the crispy top is so delicious!
@pandarunner
The best!!
My mom’s been making Mac n cheese for decades (it wasn’t very good). Finally I told her I’d make it and I used this recipe. Safe to say I’ll be making Mac n cheese for all family functions indefinitely because everyone cleaned their plates. 10 out of 10 stars if it were possible.
IG: ian_brill
My mom’s been making Mac n cheese for decades (it wasn’t very good). Finally I told her I’d make it and I used this recipe. Safe to say I’ll be making Mac n cheese for all family functions indefinitely because everyone cleaned their plates. 10 out of 10 stars if it were possible.
Can’t wait to try it
@erikagbj