The BEST Macaroni and Cheese


November 9, 2022

1M+ Views Oven Pastas Recipes Sides Vegetarian

This is the Macaroni & Cheese recipe I make for the holidays EVERY YEAR – and it is always a hit! I love the crispy panko topping, combined with the sharp cheddar and melty gruyere cheeses filling every inch of the al dente pasta. Every time I make this dish, I always get asked for the recipe, and I’ve finally perfected it!

The textural combination of the crispy panko and cheesy béchamel sauce is a flavor party in your mouth – when you make it, you’ll never go back to another macaroni & cheese recipe!

Watch the Macaroni and Cheese Recipe Video Below!

mac and cheese in baking dish

Ingredients for my ULTIMATE Macaroni and Cheese:

  • Short Cut Pasta (I like elbow macaroni, pipe rigate, or medium shells!)
  • Flour
  • Butter
  • Ground Mustard
  • Half and Half
  • Bay Leaves
  • Nutmeg
  • Garlic Powder
  • Paprika
  • Black Pepper
  • Cayenne
  • Kosher Salt
  • Egg
  • Sharp Cheddar
  • Gruyere
  • Panko Breadcrumbs
raw ingredients for mac and cheese


I know, I know – the dish is macaroni & cheese. While traditional recipes use macaroni, I like to use shells in my version. My main reason is because shells allow for more cheese to get captured within the fold when baked – this gives each mouthful a more even ratio of pasta to cheese! But you are more than welcome to use macaroni (or whatever short pasta of your choice) for this recipe!

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 pasta + cheese mixture. I do not recommend subbing these, as this is a key ingredient in this dish!

If at all possible, I would highly recommend not using pre-grated cheese! Pre-grated cheese contain preservatives to keep the cheese shreds from clumping and I find they don’t melt together as well. You can also taste the grainy texture from the additives. I like to keep a couple wedges of high quality cheese at home and my favorite place to buy them from is Costco! The quality and price is unbeatable.

raw ingredients for mac and cheese

My Ultimate Macaroni and Cheese: Recipe Instructions

This recipe is pretty straightforward but there are a few key steps to make the best macaroni and cheese, so let’s get started!

Choosing your baking dish

Having made macaroni and cheese too many times to count, I cannot stress how important the size of your baking vessel is! I’m using 12 oz of pasta here, with about 3 cups of half & half as the base of the béchamel sauce. This was a 2.5 quart baking dish which was perfect for holding the pasta and all the sauce after cooking.

short tubed pasta in a baking dish

Grate your Cheeses

I highly recommend grating your cheese from the block! Pre-shredded cheese is oftentimes coated with anti-clumping agents to prevent sticking, which results in less melting and sometimes a grainy texture. Here I’m using both sharp cheddar and gruyere cheeses. Set aside about 1 cup of the cheddar cheese aside for the cheese topping at the end!

grated sharp cheddar and gruyere

Boil and drain the pasta

This step is KEY – when boiling your pasta (in salted boiling water), drain the pasta a good FOUR MINUTES sooner than the package directions say. We are going for extra al dente pasta here – the reason is the pasta will continue cooking in the hot cheese sauce and while being baked in the oven for about 20 minutes. Under-cooking when boiling your pasta will ensure your finished dish isn’t a disintegrated mess by the end and you actually get al dente pasta!

boiling pasta water

Make the Béchamel Sauce

To make your cheese sauce, start by melting butter over medium heat until it “sings” and crackles. Add the flour and whisk until smooth and no lumps remain, then add your ground mustard and do the same. Let this cook for about 5 minutes stirring occasionally to cook out the flour while preventing burning. Adjust the heat if necessary.

melting butter in a dutch oven

Add the liquid and seasonings

Once the flour has been cooked out, add the cold half & half along with bay leaves, salt, pepper, garlic powder, paprika, cayenne, and ground nutmeg. Stir until thoroughly combined and bring to a low boil. The sauce will begin to thicken – which is exactly what we want!

adding spices to cheese sauce

Temper in the egg

The egg will add some body and creaminess to the macaroni and cheese. Crack an egg into a small bowl and add a small amount of the hot liquid to the egg. This will prevent the egg from scrambling and slowly raise the temperature of the egg to the temperature of the sauce. Once it’s mixed, pour the egg/sauce mixture into your pot and stir to combine.

tempering egg into the sauce

Fold in the cheese and pasta

Turn the heat off, then fold in your cheese and stir until no remaining lumps are in the sauce. Then add your pasta, mixture thoroughly, and spread evenly in the baking dish.

mac and cheese mixed with sauce

Top with more cheese. Mix your panko breadcrumbs with butter and finish the dish by topping it with the breadcrumb mixture. Bake at 375F for about 20 minutes; then broil for an additional 2-3 minutes until the top is a beautiful golden brown!

baked mac and cheese in a tray

If you liked this Macaroni and Cheese recipe, check out some of the most popular pasta recipes on the blog!


Eggs are an awesome thickening ingredient but in heat, they will cook, leaving scrambled eggs in your mixture! You must temper your egg before adding it in. Tempering is where you combine two ingredients that are at different temperatures (in this case – the cold eggs and the hot mixture). You’re going to whisk a little bit of the hot mixture into the egg but it’s crucial that you keep whisking constantly, as the movement helps raise the temperature of the eggs slowly so you prevent them from cooking. Once mixed, you can add this to the hot mixture! (And no scrambled eggs in your mac & cheese :))

mac and cheese in baking dish

The BEST Macaroni and Cheese

This baked Macaroni and Cheese is the ULTIMATE side dish for any occasion, but especially around the holidays!
Prep Time 30 minutes
Cook Time 30 minutes
Servings 6


  • 12 oz short cut tube pasta elbow macaroni, pipe rigate, or medium shells work well
  • 4 tbsp flour
  • 8 tbsp butter
  • 1/2 tbsp ground mustard
  • 3 cups half and half
  • 2 bay leaves
  • 1/2 tsp garlic powder
  • 1/2 tsp paprika
  • 1/4 tsp cayenne optional
  • 1/2 tsp nutmeg
  • 1/2 tsp black pepper
  • kosher salt to taste
  • 1 egg
  • 8 oz sharp cheddar about 3 cups shredded; reserve 2oz for topping
  • 6 oz Gruyere cheese about 2 cups shredded
  • 1 cup panko breadcrumns
  • 3 tbsp butter


  • Shred your sharp cheddar and gruyere, reserving 2oz of your sharp cheddar to use for the topping.
  • Cook your shells in salted boiling water for 4 minutes less than package directions, then immediately drain.
  • Over medium heat, melt 8 tbsp of butter, then add 4 tbsp of flour, whisk to combine, then add 1/2 tbsp of ground mustard and whisk until no lumps remain. Cook for about 5 minutes, stirring occasionally until slightly thickened.
  • Add 3 cups of half and half followed by the bay leaves, nutmeg, garlic powder, paprika, cayenne, black pepper, and salt to taste. Stir to combine and bring to a low simmer until slightly thickened, about 5 minutes. Temper in one egg and mix for another minute to incorporate.
  • Turn off the heat, then add your cheese and mix until smooth, then add your pasta and mix until combined.
  • Add your pasta to a baking dish, then top with your reserved cheese. Melt butter and combine with your Panko breadcrumbs and top over the cheese.
  • Bake at 375F for 20 minutes, then broil for 3-4 minutes to get the topping super crisp and golden brown. Enjoy!
Keyword baked pasta, holiday food, macaroni and cheese, pasta, side dish
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Recipe Rating

  1. Do you have any tips for making this ahead, and taking to a dinner? Bake it and reheat, or don’t bake and wait until I get there and do the baking/topping?

    1. Hi Jan! I would prepare the pasta and sauce in the baking dish but not put the topping on and bake it once you get to the dinner. I hope you enjoy it!

      1. So make the sauce, boil the pasta, mix together in baking dish, then place in refrigerator? Should we bring it to room temperature when ready to bake?

    1. I’ve been looking at mac & cheese recipes and this over is definitely interesting to add an egg! Can’t wait to try it out.

  2. Loved the recipe. I made it previously for a friendsgiving. Using shells instead of elbow macaroni was different when I raised on elbow macaroni. Everyone loved it and i forwarded them the recipe.

  3. 5 stars
    Holllly cheezusss!! I am going to try my hand at these. And theeen have a reserved batch so I can roll these babies up to make Fried Mac & Cheese Balls.

    1. This looks so good 😍!!! Can’t wait to try it for my Friendsgiving this weekend!!! Thanks for the great trip of taking the pasta out ahead of time.

  4. 5 stars
    I’ve made this for our friendsgiving and it was SO perfect! Creamy rich and cheesy, can’t get better than that! Thanks for the recipe! I’m making it again for my family on thanksgiving this time!

  5. Hi CJ!! Appreciate this detailed prep! I can live with mac and cheese alone, and that’s the magic, what I’ve been missing on that ooey gooey thick sauce!!!! Love it!!!

  6. 5 stars
    Thank you for this recipe, videos, Pictures and even Tips. You are giving solid effort to perfectly share your recipes with us. Really thoughtful 🥰
    Peace out✌️

  7. 5 stars
    It’s such an easy Mac& Cheese recipe . It will be on my Thanksgiving dinner table . My daughter especially loves M&C 😋😋😋

  8. 5 stars
    This looks seriously good! I love Mac and Cheese, but I rarely have it, because it’s not a typical dish where I live. Kinda hard to find, but I’ll definitely try your recipe sometime.

  9. 5 stars
    I’m really looking forward to making this tomorrow, I think the tempered egg will make it interesting since I haven’t tried that method before.

  10. 5 stars
    Looks delicious, haven’t tried this but the mustard and Panko additions are definitely nagging at me to make this exact recipe!
    Will be back with an edited “I’ve tried this” review.

  11. I’ve been looking at mac & cheese recipes and this over is definitely interesting to add an egg! Can’t wait to try it out.

  12. Can’t wait to try this recipe! Going to use rotini so that luscious cheese sauce coats the pasta really well 😋

  13. I’ve recently learned that I really love breadcrumbs on pasta dishes but I never thought to use panko!! I will have to try this!

  14. 5 stars
    Made this (had to substitute 1 cheese) but it’s already been picky family approved so it’s going into regular rotation along with our other fav your mushroom chicken, thanks!

  15. 5 stars
    I’m saving this recipe for the next time I’m cooking up dinner for my family!! I love the addition of panko breadcrumbs for the light crunch. Amazing!

  16. 5 stars
    Love love love this recipe!! Using shells to capture all that yummy cheese sauce is a great idea. I normally use macaroni pasta but this is such a game changer:) And the panko bread crumbs seal the deal🎉 Thank you for another dope recipe!

  17. 5 stars
    I’ve made mac and cheese many times before and never thought to include an egg into the mix. Will have to give this a try tomorrow!

  18. 5 stars
    I made this for Friendsgiving this past weekend and it was the biggest hit even for my husband who doesn’t like Mac n cheese unless it’s from Panera! Lol

  19. 5 stars
    This is looks like a great recipe. Similar to what I make except tempering the egg. Gotta try that! I also love to add bacon!

  20. 5 stars
    This ooks insanely good. I love adding a little bit of truffle oil to recipes so that you can just barely taste there’s something else going on. It PUMPS that umami!

  21. Tried this out last month. Has to be the best Mac and cheese if you’re hosting a party or even when you’re just craving some comfort food. Hot melty cheese good!!!

  22. Although I love a good boxed mac n’ cheese I’m always on the hunt for an easy go-to recipe! Can’t wait to try this one out!

  23. This looks great! Any time I had any sort of cheddar, I get a gritty texture. I’ve shredded my own, I’ve pulled the roux off the heat, but it always ends up gritty. I end up using a blend of American and Gruyere, but it loses a richness in flavor. Any advice?

  24. Thanks for all the tips and the slight variation on a classic dish! Love adding the butter & panko crust on top to add that crunch element.

  25. 5 stars
    I’ve never added spices to my mac and cheese, usually just let the salty cheese do it’s magic lol. Might try it like this next time!