Vegetables & Sides Images are for illustrative purposes only, may be inaccurate, and do not guarantee the presence or absence of specific ingredients. 
Serving Images are for illustrative purposes only, may be inaccurate, and do not guarantee the presence or absence of specific ingredients. Creamy Baked Macaroni and Cheese
An ultra-creamy three-cheese macaroni baked under a buttery golden breadcrumb crust.
Contains common allergens
In the app, Listahan checks these against your household automatically.
Instructions
6 steps- 1
Preheat the oven to 375 F and butter a 9x13-inch baking dish. Bring a large pot of salted water to a boil and cook the macaroni 2 minutes short of package directions so it stays firm. Drain and set aside.
- 2
In a large saucepan, melt 4 tablespoons butter over medium heat. Whisk in the flour and cook, whisking constantly, for 1 to 2 minutes until it smells nutty but stays pale.
- 3
Slowly pour in the warmed milk and cream while whisking to prevent lumps. Cook, stirring, for 5 to 6 minutes until the sauce thickens enough to coat the back of a spoon.
- 4
Remove from the heat and stir in the mustard, nutmeg, salt, and pepper, then add the cheddar and Gruyere a handful at a time until melted and smooth. Fold in the drained macaroni.
- 5
Pour the mixture into the prepared dish. Melt the remaining 1 tablespoon butter, toss with the panko, and scatter evenly over the top.
- 6
Bake for 22 to 28 minutes, until bubbling at the edges and the crumb topping is golden brown. Let rest 10 minutes before serving so the sauce sets.
Images are for illustrative purposes only, may be inaccurate, and do not guarantee the presence or absence of specific ingredients. Listahan Family Score™
72/100
Good fit for most families
Score reflects how well this recipe fits a typical busy household. In the app, your Family Score is personalized to your household's allergens, kids, and pantry.
Nutrition
per serving690
Calories
26 g
Protein
56 g
Carbs
41 g
Fat
Estimated per serving. Actual values depend on the brands and portions you use.
Listahan cooking guide
Chef notes & practical guide
Technique notes, ingredient swaps, serve-alongside ideas, storage guidance, and equipment for this recipe.
Cultural context
Baked macaroni and cheese has roots in eighteenth-century European pasta-and-cheese dishes, but it became a fixture of North American tables after Thomas Jefferson served a version at the President's House. The baked, custard-and-bechamel style, distinct from the stovetop box mix, became a centerpiece of Southern soul food and holiday spreads. Its appeal is the contrast: a creamy interior under a browned, slightly crisp top.
Listahan note
This version builds a proper bechamel rather than relying on melted cheese alone, which keeps the sauce smooth and stops it from breaking into a greasy curd in the oven.
Technique cues
- Cook the macaroni a minute short of al dente, because it keeps absorbing liquid in the oven and fully cooked pasta turns to mush.
- Melt the cheese off the heat once the bechamel is warm, since boiling the sauce after adding cheese makes it grainy and oily.
- Use a blend of a sharp melting cheese and a good melter so you get both flavor and a smooth, stretchy sauce.
Kitchen flow
- Parallel prep
- Boil the pasta and make the bechamel at the same time, so the sauce is hot and ready when the macaroni drains.
- Make-ahead
- Assemble the whole dish a day ahead, refrigerate unbaked, and add ten minutes to the bake time from cold.
- Leftover move
- Press cold mac and cheese into patties and pan-fry them crisp, or fold into a quick frittata.
- Cleanup rhythm
- Fill the cheesy saucepan with hot water the moment it empties so the dried bechamel does not weld to the bottom.
Ingredient brief
Role, handling, and swap guidance for each key ingredient.
elbow macaroni
the pasta
Purpose: The curved tubes trap sauce inside and out, which is why they are the traditional choice.
Handling: Boil in well-salted water to just under al dente and drain without rinsing.
Adaptation: Cavatappi or shells hold sauce well; a gluten-free pasta works for that diet.
sharp cheddar cheese
primary flavor
Purpose: Sharp cheddar provides the tangy, savory backbone the dish is known for.
Handling: Grate it fresh from a block, since pre-shredded cheese is coated to resist melting.
Adaptation: Gruyere, gouda, or a cheddar-style vegan cheese can stand in or supplement.
butter
roux fat
Purpose: Butter cooked with flour forms the roux that thickens the milk into a stable sauce.
Handling: Melt and whisk with flour for a minute before adding liquid.
Adaptation: A neutral oil or vegan butter makes a comparable roux.
milk
sauce liquid
Purpose: Milk turns the roux into the bechamel that carries the cheese smoothly through the bake.
Handling: Warm it before whisking in to keep the sauce lump-free.
Adaptation: Unsweetened oat or soy milk makes a workable dairy-free base.
breadcrumbs
crisp topping
Purpose: A buttered crumb top gives the textural contrast to the creamy interior.
Handling: Toss panko with melted butter and a little cheese before scattering on top.
Adaptation: Crushed crackers or gluten-free crumbs work; omit entirely for a softer top.
Technique notes
- Season the bechamel assertively with salt, mustard powder, and a little nutmeg before the cheese goes in, since the pasta dilutes everything.
- Reserve some grated cheese for the very top so you get melted pockets and browned edges rather than a uniform crust.
- Bake just until bubbling and golden; over-baking dries the sauce and the whole point is the creamy interior.
Ingredient swaps
- Gluten-free direction
- Use gluten-free pasta, a rice- or corn-starch roux, and gluten-free crumbs on top.
- Dairy-free option
- Build the sauce with oat milk, vegan butter, and a cheddar-style plant cheese.
- Weeknight shortcut
- Skip the oven and serve it stovetop straight from the saucepan once the cheese has melted in.
Serve alongside
- Garlicky braised collard greens
- Roasted broccoli with lemon
- A crisp shaved-cabbage slaw
- Smoky barbecue pulled pork
- A hoppy pale ale
- Sweet iced tea
- An unoaked Chardonnay
Serving suggestions only — check pairings for your household's allergens.
Storage & reheating
- Refrigerate covered for up to four days; the sauce firms up cold and loosens again when reheated.
- Reheat with a splash of milk stirred in to bring the creaminess back, in the oven or on the stove.
- Freeze portioned and tightly wrapped for up to two months, then thaw overnight before reheating with extra milk.
Equipment
- A medium saucepan for the bechamel
- A large pot for the pasta
- A baking dish
- A box grater
Make this household-aware
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