Once upon a time there was a very silly girl who thought that a person really only needed one recipe for mac and cheese.  That silly girl was me.  That was back when I was just venturing into the realm of homemade baked mac and cheese, after being scarred by so many dishes served at various potlucks that looked oh-so promising and tasted decidedly not so.  Now I realize that there are so many combinations and permutations possible, it is crazy to think that one version has to be “the one”.  From extremely simplistic to versions with more pizzazz, I have found a lot of great recipes, and still have plenty more that I want to try.

All that being said, the version I am sharing with you here today is, at least to me, what an ideal classic mac and cheese should be.  It is what all those potluck dishes were trying to be when they somehow fell short.  This final product is a clear winner for a couple of reasons.  First, there is more cheese than pasta in this dish – enough said.  Second, the pasta is undercooked initially and then baked with what will absolutely seem like waaay too much cheese sauce.  During baking, the sauce soaks into the pasta, finishing it to the right texture with the creamy cheese sauce all around.  I’m certainly not about to stop trying all different kinds of mac and cheese, but I am thrilled to have this classic version in my repertoire.


For the bread crumb topping:
2 tbsp. unsalted butter
¾ cup panko bread crumbs
1 tsp. dried parsley
Salt and pepper

For the pasta:
1 lb. pasta shapes
6 tbsp. unsalted butter
2 cloves garlic, minced
1 tsp. dry mustard
¼ tsp. cayenne pepper
6 tbsp. all-purpose flour
2¼ cups low-sodium chicken broth
3½ cups milk
1 lb. colby jack cheese, shredded
8 oz. extra sharp cheddar cheese, shredded
Ground black pepper


  • 01

    To make the bread crumb topping, melt the butter in a medium skillet over medium heat.  Add in the panko and cook, stirring frequently, until the bread crumbs are a light golden brown.  Remove from the heat and stir in the parsley.  Season with salt and pepper to taste.  Set aside to cool.

  • 02

    Preheat the oven to 400˚ F.  Bring a large pot of salted water to boil.  Add the pasta to the water and cook just until it begins to soften, about 5 minutes.  Drain the pasta and leave in the colander.

  • 03

    Return the pot to the heat.  Melt the butter over medium-high heat.  Stir in the garlic, dry mustard, and cayenne, cooking just until fragrant, about 30-60 seconds.  Whisk in the flour and cook, stirring constantly, until golden, about 1 minute.  Whisk in the chicken broth and milk and continue to heat, stirring frequently, until the mixture bubbles and thickens slightly, about 10 minutes.  Remove from the heat.  Stir in the cheeses, whisking until completely melted.  Season with salt and pepper to taste.  Stir the drained pasta into the cheese sauce.

  • 04

    Pour the pasta and cheese mixture into a lightly greased 9 x 13″ baking dish.  Sprinkle with the bread crumb topping.*  Bake 30-35 minutes, until the sauce is bubbling and the bread crumbs are golden brown.  (You may want to place a baking sheet on the rack underneath the baking dish to catch any sauce that bubbles over.)

  • 05

    *At this point, the dish can be wrapped tightly with foil and refrigerated for up to 2 days.  To serve, bake covered at 400˚ F until the filling is hot throughout, about 40-45 minutes.  Remove the foil and continue to bake until the breadcrumbs are crisp, 15-20 minutes more.


  • Megan

    Can the recipe be cut in half or are there any other modifications I should keep in mind?

  • Annie


  • Classic mac n cheese is sometimes best. This looks perfect!

  • Mac and cheese is so hard to branch out on for me — I’m always afraid I won’t like a new recipe QUITE as much as my standard, and then I’ll have wasted one of my “I can eat mac and cheese today” days! HA. But you’re right — there are too many possibilities and delicious recipes out there to live in fear :)

  • Such a classic comfort food! Nothing better than some mac and cheese!

  • When my husband and I were on our honeymoon, I had the best meal of my life. It was pork chops with red onion jam and a side of three-cheese casserole. Three-cheese casserole is a fancy way of saying mac and cheese. And it was the best mac and cheese I’d ever eaten. Your recipe looks just like it!!!! I’m going to have to try it soon! Yum!

  • This looks delicious. I’m a huge fan of mac&cheese. It’s like our family specialty. There’s so many great ways to make it.

  • Sounds wonderful. The problem I see is the fact that it’s hard to find a 1 lb. box of pasta these days. I guess a person could do some math and adjust the other ingredients to the ubiquitous 14.5 oz box of macaroni.

  • This looks sooo wonderfully cheesy and delicious! I was scarred by those awful potluck mac n cheese dishes too :) Always so dry and tasteless, but yours looks AMAZING!

  • can’t wait to try this! i’m kind of obsessed with trying different recipes for mac & cheese…

  • Jo H.

    Annie – I made this recipe from Cooks Illistrated cook book, it tasted good but it was “grainy” can you tell me what I did wrong?

  • Rachael

    One of my life goals is to find the “perfect” mac and cheese recipe. I’m definitely going to have to add this recipe to my “must-try” list! I don’t think I’ve ever tried one using chicken broth, so I’m anxious to try it out… maybe it will end up being the missing secret ingredient I’ve been looking for! Thanks for sharing!

  • Oh my goodness I have so many different kinds of mac and cheese recipes that I want to try as well. Cheese is such an amazing thing!

  • It really is hard to beat a classic mac and cheese recipe. They’re the best!

  • Thanks for sharing this recipe! Every so often, my husband will crave mac & cheese and usually just goes for the boxed variety at the grocery. I am glad to now have a good recipe for homemade mac & cheese! :)

  • I LOVE mac and cheese. This looks great. I am definitely a fan of the “classic” style :)

  • Cara

    Mmm, I think I know what’s for dinner tonight! Does it matter what kind of milk you use?

  • This certainly does look like the perfect mac and cheese. I love the recipe :)

  • I love that everyone seems to have a different mac n cheese recipe. Going to add this to my list to try! :)

  • I love homemade mac and cheese. I wish my kids felt the same way. They will only eat the boxed stuff. :(

  • Annie

    I just make my son eat what I serve. I don’t cater to pickiness.

  • Annie

    No, if it mattered I would specify.

  • Annie

    Please see the FAQ page for “what went wrong?”

  • Annie

    How strange. My store has almost all 1 lb boxes.

  • yum, this looks so delicious! of course, any kind of mac n cheese looks amazing to me, i’m pretty sure i could eat it every day! i can’t wait to try this one, i have loved every single one of your mac n cheese posts on this blog and not one has yet to fail me :)

  • Mmm mac and cheese is my mom’s favourite! Will be adding this to next week’s menu. I’m always trying out mac and cheese recipes, have yet to find one I absolutely LOVE! Hopefully this is the one :)

  • Foodie fan

    Ive seen Mac and cheese everywhere this week. It’s clearly a sign I need to make it!!! Yesterday on the Nate Berkus show his guest showed how you can make it fancier for dinner parties by serving it in individual ramekins! So adorable.

  • I just want to curl up with a blanket, a good movie, and big ole bowl of this!

  • Adam

    Lol, you’re kind of a bitch. Love it.

  • I love trying out different versions of mac and cheese. This sounds like a keeper. I’m definitely giving it a shot.

  • Goodness gracious, that looks heavenly! I tend to agree with you about all the different versions of mac and cheese–there’s just too many delicious recipes to settle down with just one! That being said, I really love this one for a classic take on the dish. Yum!!

  • I want this. Like now. And I would totally tell Andrew that they were all MY noodles, too. No joke. :)

  • Hi Jo – One possibility might be the cheese. You definitely want to shred your own cheese – the packaged shredded cheese has an anti-caking agent that can make a cheese sauce a little grainy.

  • Annie

    Good thought, I meant to mention that in the post but forgot!

  • Lori

    My son has started crew season and is always looking to carb up. He will be in heaven. I think recipe is even better than the one my sister in law gave me. I can’t wait to try it. You can bet it will be real soon!

  • Delicious. Just made it for dinner tonight. It is amazing. The worst part of the whole dish….is my lack of self control. I just wanted more and more! Thanks for sharing…

    P.S. that cayenne pepper is what sealed the deal w/ this dish. YUM!

  • Claire

    Yum! Thanks for sharing. I tried the different Alton Brown mac ‘n cheese recipes but did not enjoy them.

  • Annie

    Agreed, Alton usually has great recipes but I was very disappointed by his mac and cheese. This won’t disappoint though. Enjoy!

  • Love this! Mac and cheese is such a classic and always love to have a great recipe like this on hand. Thanks!

  • Catherine

    Thanks for the recipe Annie! I have a separate folder just for mac n’ cheese recipes because I am such a die-hard fan! I am always happy for a classic recipe because I haven’t found my one absolute just yet.

  • Laurel

    This mac-n-cheese looks divine. It seems like a pretty versatile recipe and it’s refreshing you don’t use that ever-common processed cheese in a box! :)

  • Looks yummy. Crunchy topping over creamy cheesy macaroni. Comfort food for the soul.

  • Liddy

    Do you think it would make much difference in the taste if I substituted vegetable broth for the chicken broth? One of my daughters is a vegetarian and doesn’t like to eat meatless dishes with chicken broth in them. I’m wondering, though, if the substitution in this recipe would cause it not to turn out as well?

  • this is truly comfort food at its best! You can’t go wrong with mac and cheese, its always a welcome addition at any table!
    Congrats on your top 9 today!

  • Danielle

    Looks awesome! Thanks for sharing! :D

  • Annie

    I think that would be fine. I use them pretty much interchangeably, particularly when I want to make things vegetarian. Enjoy!

  • I just had some good mac and cheese for dinner but this looks amazing. Time to try a new recipe!

  • Melissa

    Oh wow, im practically drooling! I haved been on a search for the perfect baked mac n’ cheese and always came away feeling disappointed, none were terrible, but just not what i was looking for. This sounds exactly like what i’m looking for! It’s going on our menu this week! Thanks for so many great recipes Annie!

  • Insane amount of cheese sauce. I cannot wait for this to get out of the oven, although I’m really not hungry anymore…you did say to adjust to taste afterall. I suppose you meant for me to stop tasting at some point!

  • Jami

    I just made this today…hands down, my favorite mac and cheese! Thanks for sharing! And, congratulations on your new baby girl :)

  • Erica

    I made this for dinner tonight. Absolutely the best Mac and cheese ever!

  • i added this to my meal plan for this week and i’m really looking forward to trying it. i’m going to link to your blog on my meal plan post today! thanks for sharing :)

  • Ana

    It’s the Ronzoni Smart Taste elbow macaroni that are 14.5 oz (at least here). I juse follow the directions and end up with a little more sauce, but it’s still tasty!

  • Kenya

    I made this dish tonight, and I have to say that it’s really good! I usually make my version of classic mac and cheese with an egg and no flour, nor broth. I will surely use this one for the next big family dinner.

  • Abby

    So for this dish we shouldn’t use pre-shredded cheese? We need to buy it in the block and shred it ourselves?

  • Annie

    For best results, yes.

  • Melissa

    I just made this for dinner tonight and my husband and I loved it! thank you for a great recipe. the only thing I did different is I used plain store bought bread crumbs in place of the panko bread crumbs. this was amazing. A suggestion for all else who read this post: we all know this looks good, but what most people want to know is how it tastes, what did you think of the recipe? try the recipe first and then comment on how it turned out. that is the best compliment you can give and the most helpful to those who are considering making the recipe. for those deciding on whether to make this or not, I say definitely make it !!! 5 stars!!!

  • Annie

    Part of the nature of food blogs is that people frequently comment before they try a recipe. That’s just part of it. Any and all comments are welcome, not only those from people who have made the recipe.

  • Ashley

    I made this mac and cheese last night and it was absolutely delicious! I did omit the cayenne pepper (just because I didn’t have any) and the recipe couldn’t have been more perfect. The combination of cheeses was very creamy and it heated up very well today for leftovers. Thanks for sharing this great recipe!

  • margot

    This was my very first time making mac and cheese and I chose this recipe of all of the amazing ones out there on the food blogs…I used small shells and a combination of white cheddar and smoked Gruyère… perfect, perfect dish. Thank you!

  • Amanda Poninski

    I was just wondering about the cayanne pepper. I am a person who doesn’t like spicy food, so can you tell me, on a scale of 1 – 10, how spicy is this? Is it too spicy for little ones or did Andrew eat it? :) Thank you!

  • Annie

    You won’t even taste it. It is not spicy at all.

  • Victoria HM

    I made this today for a Memorial Day “get together”. Thank you for sharing the recipe. Everyone loved it. It is a classic, creamy mac and cheese with great flavor, and it doesn’t dry out- even after a few reheats!

  • dzinca

    Will this recipe work for multiplying to make a large side dish? I’m making it for my daughter’s pre-K graduation potluck party for about 70 people, so I’m thinking I need to triple it? (I know not everyone will eat it.) any advice or comments?

  • Annie

    You can certainly triple it, though I have no idea what size dish that would fit in. You would probably need to adjust the baking time if you use a super huge pan.

  • Jenna

    Should I use plain panko bread crumbs or seasoned? This looks delicious can’t wait to make it!

  • Annie

    I’m sure either would be fine. I’ve actually only ever seen plain, I didn’t know there was a seasoned version!

  • djandkellen

    I tried this recipe last night as my husband, kids, and I love homemade, baked mac-and-cheese! I have to say, I think this is the best baked mac-and-cheese ever! I did a few small things a little differently – like adding more garlic (we LOVE garlic), adding one big “clove” of shallot and I had more cheddar than colby jack, so I used more cheddar. Other than those three things, I followed the recipe. It was DELICIOUS!!! Thanks for the great recipe!!

  • Jenn

    I’m the same way Annie!

  • I made this for a casual dinner with friends and had one them say that this was the best mac and cheese they have ever had! I agree. How can something with more cheese than pasta be bad? :) Thanks for the great recipe!

  • kathy

    I was thinking about making this and splitting it between 2 smaller pans rather than a 9×13. Instead of refrigerating the pan I am not immediately baking, do you think it would freeze well? Could I bake it from frozen, or thaw it first? Thanks! LOVE your recipes!

  • Annie

    I haven’t tried it myself so the only way to know is to try it and see. Good luck!

  • kathy

    Went ahead and made a whole 9×13 pan yesterday. Best mac and cheese I have ever eaten, bar none! (Sorry Mom, yours comes in at #2.)

  • Aubrey


  • Angie

    I made this last night and we loved it. My daughter had a friend over for dinner and her mom called and asked for the recipe!

  • Megan

    Tried this out because I absolutely love homemade Mac n’ Cheese. I failed at it, definitely didn’t turn out the way it was supposed to. Sigh, maybe I’ll try again someday :(

  • Katie W.

    Had company coming this weekend and wanted a meal I could make ahead of time and pop in the oven. We ended up getting 6-8″ of snow on Saturday, and this DELICIOUS mac and cheese really hit the spot! Thanks for sharing the recipe! This will be my go-to recipe from now on!

  • Estrunk76

    Mine didn’t either…

  • This was very good. I could do without the breadcrumbs and will probably omit them tonight when I make this again. This is very creamy and cheesy without feeling overwhelmingly heavy in your gut.
    When I made this I elected to use a pound of shells for the pasta, I typically use penne. Why it never occurred to me that shells in mac and cheese = little bowls full of gooey perfection I don’t know. But, shells are my mac choice forever after!
    Thank you for breaking me out of the mac and cheese rut I’ve been in for 6 years, I highly recommend this recipe.

  • Hillary

    I just put this in the oven right now! I will come back and post once we eat. :-) Super excited – I’ve been looking for THE mac & cheese recipe forever!

  • Erika

    Will skim milk work in this recipe?

  • Anonymous

    Please see the FAQ page regarding substitutions.

  • RJ

    I made this tonight. The flavor was great, but the texture of the sauce changed in the oven. It was creamy and smooth and awesome going in, and kind of grainy after. Any idea what happened?

  • Anonymous

    Did you use preshredded cheese?

  • Jenna

    Hi, this is probably a stupid question, but when you add 1 pound of cheese do you shred 1 pound or do you measure out 4 cups of cheese as you shred it? Sorry, I’m not even sure that makes sense.

  • Anonymous

    I shred 1 lb. of cheese. Enjoy!

  • Angie

    Hi, just wondering how you think this would taste with vegetable broth instead of chicken broth. I’m a vegetarian but really want to try this for a family party this weekend. Thanks!

    I just wanted to tell you too how much I love your blog. I love food and desserts (don’t we all) but am not very confident in making them on my own. I love how you explain everything so easily. Everything I have made from you has been a hit!!

  • Anonymous

    It’s fine, I do it almost every time a recipe calls for chicken broth because I have veggie broth on hand more often. Enjoy!

  • Cat

    Halfed the recipie and still turned out great! This was amazing and a huge hit. The only changes I made was I used European style unsalted butter (great for baking), cavatappi noodles, added an extra clove of garlic (so 2 in my recipie), whole milk (bakes better than skim or 2%), added a teaspoon of ground nutmeg, and but equal parts Colby jack and extra sharp cheddar (be sure to shread by hand). Thanks for the recipie!

  • Amy

    Annie, I have a question :) I’m due in 2 weeks so I’ve been making all sorts of freezer foods & when I looked at this recipe, I read it wrong/too quick…..so the part where you wrap it up with foil & put it in the fridge, do you think I could instead put it in the freezer? What do you think? I’ve never made freezer foods before & I’m completely lost. Hope you can help me :) If not, we’ll just chow it down the next few days!

  • Alactimon

    it tastes awsome when I followed the steps

  • Anonymous

    I think it would be fine. Good luck!

  • Kira

    I made this recipe as a form of payment for my friend who grooms my dog, and it turned out so amazing I almost made her something else instead so I could keep all of this for my husband and myself! Fantastic recipe, thank you SO MUCH for sharing! I can’t wait to make it again!

  • Looks absolutely delicious. Have you ever tried making mac & cheese with havarti chunks? Totally recommend it.

  • lisa

    my husband and i made this tonight. yummy!
    thanks annie ;)

  • I love mac and cheese, but I have not yet made a homemade one yet. This is going to change

  • Dstark1981

    Omg!! Soooo good! I just used medium cheddar and some Gouda cause that’s what I had on hand…and I skipped the garlic. It was amazing!! I can’t wait for my daughter to try this, she will love it!!

  • Marciastewartrn

    I would like to make this for a graduation party. Could I make the day before and bake the day of the party? Do you think it will dry out? Thanks

  • annieseats

    Make ahead recipes are included in the recipe directions.

  • annieseats

    The make ahead instructions are included in the recipe directions.

  • …and you didn’t invite your favorite friend?!

  • annieseats

    You come over and have this ANY time! (This is what I had waiting for you the weekend that you had to cancel. Rain check!)

  • Carmela

    I have never tried the classical American mac and cheese, well I cooked my own version a long time ago and I have to tell you that this one looks scrumptios and I’ll do it soon

  • Corinne Pachter

    I had made this last night and followed the recipe to a T. However, the Mac & cheese came out just OK I think because I couldn’t really taste any of the spices. It lacked a lot of flavor but I not sure why. Should I have upped the spices or salt? Could it be the kind of pasta I used?

  • annieseats

    You probably needed to add more salt. Since there isn’t a definite amount specified in the recipe, it’s easy to undersalt. That would be my guess.

  • Amanda

    o boy! good stuff. My favorite home made mac n cheese so far is a pampered chef recipe. BLT mac n cheese (bacon, leeks, tomatos, vintage white cheddar, cream cheese.. o yes!)

  • Liz Johnson

    I just wanted to stop by and let you know how much I love your blog. I cook something from here at least once per week (including this delicious mac & cheese). I refer all of my friends to you! Thanks for being such a reliable place to go for new recipes, or to find a no-fail recipe for something I want to make.

  • annieseats

    Thank you very much!! I’m so glad you enjoy it :)

  • Do you think you could cook it in a crockpot on HIGH for the 30-35 min instead of in the oven so that it could be transported to a party? — and then turn to low/warm upon arrival (obviously would need to toast bread crumbs separately and add to top).

  • annieseats

    You’ll have to experiment with other methods of cooking that what is listed here. Enjoy!

  • HB

    Hi Annie!
    When u served this last Christmas in the small mason jars, did you cook as normal and then transfer into to jars for serving? Such a fun idea:)

  • annieseats

    I just baked it directly in the jars but you could do it either way :)

  • Shelly

    Absolutely delish!

  • Lauren M

    Hi Annie, Would you mind sharing how much salt and pepper you use approximately. I do not want to under salt as I know that can be an issue in Mac and Cheese! Thanks

  • annieseats

    I would if I could, but I honestly never measure so I wouldn’t want to steer you wrong. I just add some, taste, and adjust as needed. Enjoy!

  • Marissa

    Hi Annie, I’m perusing your blog for party food inspiration (so much inspiration here!) and I’ve noticed that you more often serve mac and cheese cups at your parties (serve this recipe in individual serving cups) instead of your mac and cheese bites. Do you prefer one over the other? Thanks!

  • Annie

    Both are really great but it depends on what you are going for. I think the mac and cheese bites have a bit more of the “wow” factor going on and people love them and are impressed by them, but if you have a lot else going on, they can be kind of a pain. That’s when a big pan of mac served in little cups is a life saver. Either way you can’t go wrong!

  • Rebecca R. Hall

    just wanted to let you know that I’ve probably made this recipe 20 times and it still is my favorite mac and cheese recipe! :)

  • Angelina Rutledge-Russo

    I have made this many times before and love love it but I can’t recall how many servings this is for. 6-8?

  • Annie

    Quite a lot! I would say more like 10-12.