Mac And Cheese Casserole

By Becky Hardin

Updated May 26, 2025

Mac and Cheese Casserole is the quintessential Thanksgiving side dish that’s always one of the best parts of your plate! Creamy Mac and Cheese is baked to perfection with 3 cheeses under a layer of crunchy, buttery panko topping.

Close up of mac and cheese casserole in a white baking pan with a black serving spoon. - 5

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5-Star Review

“I am a Mac n Cheese snob. This stole the show this Thanksgiving! Absolutely delicious! I’m going to be incorporating this into more frequent meals.” -Lindsey

Mac and Cheese Casserole Recipe

Everyone has their family favorite mac and cheese recipe , but this one might be even better! Sharp cheddar, Gruyere, and Parmesan make this Mac and Cheese casserole supremely cheesy. What’s even better is the whole milk and heavy cream that work in tandem to make it decadently rich and creamy!

This mac and cheese casserole is great as is, but you can make it even heartier by adding crumbled cooked bacon , sausage, or ham, or even shredded chicken . Feel free to throw in your favorite veggies; broccoli florets, diced peppers, or onions are all great options. To spice it up, you can also mix in Buffalo sauce or sriracha.

Ingredients1x2x3x

▢ 1 pound dry elbow macaroni 1 package, any tube-shaped pasta, like penne, ziti, or shells, would work too
▢ 6 tablespoons unsalted butter ¾ stick
▢ 2 cloves garlic minced
▢ ⅓ cup all-purpose flour
▢ 3 cups whole milk room temperature
▢ 1 cup heavy cream room temperature
▢ ½ teaspoon dry mustard powder
▢ 3 cups freshly shredded sharp cheddar cheese milder cheddar or white cheddar, Gouda, fontina, and/or Monterey jack also work
▢ 2 cups freshly shredded Gruyere cheese
▢ ½ cup freshly shredded Parmesan cheese
▢ Kosher salt and freshly ground black pepper to taste

For the Topping

▢ 1½ cups panko breadcrumbs crumbled Ritz crackers, Italian breadcrumbs or any breadcrumbs work
▢ 4 tablespoons unsalted butter ½ stick, melted
▢ ¼ teaspoon ground paprika
▢ chopped fresh parsley optional, for garnish

Video

Instructions

Preheat oven to 350°F. Grease a 9×13-inch baking pan with butter or nonstick spray. Set aside.
Cook the pasta al dente according to the package directions. Drain and rinse well under cold water to remove excess starch so the pasta doesn’t overcook and to cool it down. Set aside. 1 pound dry elbow macaroni
In a large pot or Dutch Oven, over medium heat, melt the butter. Add in the garlic and cook until fragrant, about 30-60 seconds. 6 tablespoons unsalted butter, 2 cloves garlic
Whisk in the flour and cook for 1-2 minutes. ⅓ cup all-purpose flour
Slowly whisk in the milk, then add in the cream, mustard powder, and bring to a simmer. Stirring often, cook until the mixture has thickened. 3 cups whole milk, 1 cup heavy cream, ½ teaspoon dry mustard powder
Turn off the heat and stir in the cheeses until melted. Add in the pasta and toss until well coated in the sauce. Taste and season with salt and pepper as needed. 3 cups freshly shredded sharp cheddar cheese, 2 cups freshly shredded Gruyere cheese, ½ cup freshly shredded Parmesan cheese, Kosher salt and freshly ground black pepper
Transfer the mixture to your prepared baking dish.
In a medium bowl, stir together the panko, melted butter, and paprika. Sprinkle evenly over the mac and cheese. 1½ cups panko breadcrumbs, 4 tablespoons unsalted butter, ¼ teaspoon ground paprika
Bake for 20-30 minutes, or until the casserole is bubbly and the top is golden brown, or broil for a few minutes for an extra crispy crust.
Let the casserole cool in the baking dish for 10 minutes before serving. Garnish with parsley and enjoy! chopped fresh parsley

Equipment

9×13 Baking Pan

Becky’s Tips

Generously salt your pasta water; it adds a lot of flavor.
Shred the cheese by hand if possible for the best flavor and texture. I do not recommend using pre-shredded cheeses as they are coated in starch to keep them from sticking, which makes them more difficult to melt and can affect the consistency of the sauce. Fresh cheeses just taste better.
If you’d prefer, you can top this casserole with another cup of cheddar cheese instead of breadcrumbs before baking.

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

How to Make Macaroni and Cheese Casserole Step by Step

Get the oven going and prepare a baking pan : Preheat oven to 350°F. Grease a 9×13-inch baking pan with butter or nonstick spray. Set aside.

Prepare the pasta : Cook one pound of pasta to al dente according to the package directions. Drain and rinse under cold water to cool completely.

Make the roux: In a large pot or Dutch Oven, over medium heat, melt the 6 tablespoons of butter. Add in the 2 cloves of garlic and cook until fragrant, about 30-60 seconds.

Add in the flour : Whisk in 1/3 cup of flour and cook for 1-2 minutes.

Stir in the milk: Slowly whisk in 3 cups of milk, then add in the 1 cup of cream, and 1/2 teaspoon mustard powder, and bring to a simmer. Stirring often, cook until the mixture has thickened.

Adding cheese and pasta to the Dutch oven. - 8

Add the cheese: Turn off the heat and stir in 3 cups of freshly shredded sharp cheddar cheese, 2 cups freshly shredded Gruyere cheese, and ½ cup freshly shredded Parmesan cheese until melted. Add in the pasta and toss until well-coated in the sauce. Taste and season with salt and pepper as needed.

Transfer to baking dish : Transfer the mixture to your prepared baking dish.

Panko breadcrumb topping in a glass bowl. - 9

Prepare the panko topping: In a medium bowl, stir together the 1 1/2 cups of panko, 4 tablespoons of melted butter, and 1/4 teaspoon of paprika. Sprinkle evenly over the mac and cheese.

Bake: Bake for 20-30 minutes, or until the casserole is bubbly and the top is golden brown.

Overhead view of mac and cheese casserole in a white baking pan with a black serving spoon. - 10

Cool, garnish, and enjoy: Let the casserole cool in the baking dish for 10 minutes. Garnish with parsley and enjoy!

How to Store

Store leftover mac and cheese casserole in an airtight container in the refrigerator for up to 4 days.

Freeze mac and cheese casserole whole or in individual portions in airtight containers for up to 3 months. Let thaw overnight in the refrigerator before reheating covered with aluminum foil in a 350°F oven for 20 minutes, then remove the foil and bake for another 10 minutes, until hot and bubbly.

This mac and cheese casserole can be prepared (but not baked) up to 2 days in advance of when you plan to serve it. Cover the unbaked casserole tightly with aluminum foil and store it in the refrigerator. When ready to bake, let the casserole sit out at room temperature for 30 minutes, then bake as directed.

Serving Suggestions

Serve this delicious mac ‘n cheese casserole with holiday classics, like the traditional Thanksgiving turkey , our deliciously sweet and savory brown sugar glazed ham , or impress your guests with this elegant Christmas beef tenderloin !

A serving of mac and cheese casserole in a white bowl with parsley. - 11

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Equipment

9x13 Baking Pan