Here it is, finally!  Time to write and energy to write about it? It’s a Saturday miracle! You know what else is a miracle? This dish full of bubbling, insanely cheesy pasta topped with incredible garlicky bread crumbs. This is the mac and cheese I’ve been raving about on Instagram and you all have been asking for. Whether you stress eat it as a distraction during the final days of the most terrifying election season ever, or put it on your Thanksgiving menu right this instant (do it), this is one of those recipes that simply needs to be in your life.

I have a LOT of mac and cheese recipes on the site and I love them all, but this has become the reigning favorite. I have made it more times than I care to admit in the last month or two but I just can’t help it! It is very similar in many ways to the classic mac and cheese that has been my previous go-to version, but this has less liquid, more cheese, and a different combination of cheeses that I prefer overall. Please note that the recipe makes a truly huge amount of food so if you are going to go to the trouble of making at all, just go ahead and make the full batch, but consider freezing half or even two thirds of it. I have now tested the portions from my freezer and I can confirm that it freezes beautifully. I hope you enjoy it as much as we do!

Side note – If you have requests of recipes you would like to see before Thanksgiving, please let me know! I would love to help you out with that!


For the breadcrumb topping:

  • 6 slices white sandwich bread, torn into pieces
  • 6 cloves garlic, minced or pressed
  • 4 tbsp. unsalted butter
  • ½ tsp. kosher salt
  • ¼ tsp. freshly ground black pepper
  • 3 tbsp. freshly grated Parmesan cheese

For the mac and cheese: 

  • 1 lb. pasta shapes or shells
  • 1 tsp. olive oil
  • 8 tbsp. unsalted butter
  • 5 tbsp. all-purpose flour
  • 5 cups whole milk
  • 3 cups grated cheddar cheese
  • 3 cups grated Gruyere cheese
  • 2½ cups grated colby cheese
  • 2 tsp. kosher salt
  • ¼ tsp. freshly ground black pepper
  • ¾ tsp. ground cayenne pepper, or more to taste


  • 01

    To make the breadcrumb topping, in a food processor, process the bread pieces until it has become medium-fine crumbs. (You should have about 3 cups.) In a large skillet, melt the butter over medium-low heat. When it foams, add the garlic and cook, stirring, until the garlic is very fragrant but hasn’t browned, about 1-2 minutes. Add the bread crumbs to the pan and increase the heat to medium. Cook, stirring often, until toasty and browned, about 7-9 minutes. Stir in the salt and pepper. Remove from the heat and transfer to a large plate to let cool. Stir in the grated Parmesan.

  • 02

    Heat the oven to 425˚ F. Bring a large pot of water to boil. Cook the pasta according to the package directions, reducing the cooking time by one minute. Drain, rinse, and toss with the oil to prevent sticking.

  • 03

    In a large saucepan or Dutch oven (I use the now empty pasta pot), melt the butter over medium-high heat. Add the flour and cook, whisking constantly, until it is a light golden brown, about 5 minutes. Gradually add the milk a little bit at a time, whisking each addition until incorporated before adding more. You will add it more slowly at first and then in larger portions toward the end. Reduce the heat to medium and cook, whisking, until the mixture bubbles and thickens, about 4-5 minutes. Add the cheeses a handful at a time, stirring until smooth and well incorporated. Whisk in the salt, black pepper and cayenne pepper.

  • 04

    Stir the pasta into the pot with the cheese sauce. Taste and adjust seasonings as necessary. Pour the mixture into a 9 x 13-inch baking dish.* Top with the bread crumb mixture. Bake until the topping is browned and crisp and the sauce is bubbling, about 8-10 minutes.

  • 05

    * Note: If you would like to freeze part or all of the dish, now is the time. I went ahead and added my bread crumb topping before freezing and it was still delicious. I do not think the flavor or texture suffered because of it. Top the freezer dish with foil and double wrap with plastic wrap to protect from freezer burn.