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.


  • BB

    Hi Annie! Love your site. Been with you many years :)
    Can’t see this recipe.

  • Annie

    You can’t see the recipe? I’m not sure what the problem might be. It is showing up for me on multiple devices.

  • Warm Vanilla Sugar

    This sounds sooo good! Love those breadcrumbs!

  • Erin

    I would love to see your Thanksgiving Menu this year :D and I am a stuffing LOVER so would love to see your favorite stuffing recipe :) The Mac n’ Cheese looks delish! I am so happy that I don’t see an egg in the recipe ;)

  • Susanne

    Annie this looks amazing….the perfect cool weather, comfort food. I adore cranberries, but usually revert back to classic cranberry sauce or raw cranberry relish. Those are my faves, but wonder if you have any new favorite cranberry concoctions for this year.

  • Tiffany

    in response to BB’s comment – i can see the recipe (on google’s chrome browser :)

    i’m really looking forward to giving this a try & i also feel like after this i should just buy chrissy teigen’s book since i also loved the lettuce wraps recipe!

  • Mmm, looks delicious! I think I will try this as a freezer meal for my friend who is having a baby girl in December! (Of course I really should make a batch for myself first, you know, to test…) ;-)

  • sara w.

    Hi Annie. I’m planning to freeze this. How much extra time should I give it in the oven? (I halved the recipe and think I’m going to end up putting it in a 8×8 pan.) Thanks so much!

  • Emily

    I’d love to see more vegetable side dishes! My mother is diabetic and we strive to provide her lower carb items such as green beans and creamed spinach. I’d love to see a zucchini or acorn squash side dish! Preferably without dairy to lighten up the meal. -E

  • Annie

    I would recommend both the shaved Brussels sprouts salad and the kale salad with roasted sweet potato and apple that I made last year. Both would be a great option for your mom! I’ll try to get another veggie side posted as well but just in case I don’t, those would be up your alley!

  • Annie

    I just let mine thaw in the fridge for a day before I baked it and I didn’t alter the baking time. However, I never pay super close attention to mac and cheese baking times. All long as it looks good and is warmed through, that’s good enough for me!

  • Annie

    You should totally buy it! It is a GREAT cookbook!

  • Annie

    We’re doing a non-traditional Thanksgiving. It is going to be Mexican-themed spin on classic Thanksgiving foods (spiced rubbed turkey made into turkey tacos, stuffing with chorizo and poblano, margaritas obviously, etc etc.) We are so excited!

  • Melissa Brooker

    I second this, for sure buy it! I’ve loved almost everything i’ve made from it and it makes a very fun read as well!

  • Melissa Brooker

    OMG! Your thanksgiving sounds amazing!

  • Chrissy Harris

    Making this tonight – in serious need of warm, comforting food after this shit show of an election :(

  • Larisa

    This is delicious! And I had too much cheese sauce for the amount of pasta I made – the leftovers made great cheese sauce for nachos!

  • Annie

    Enjoy. It will be a delicious (though tiny) silver lining.

  • I’m going to need a lot more comfort than this to help me process everything that has happened…but this is a good start.

  • Siobhan

    What did you think of this cookbook overall? I’ve been hearing that it exceeds expectations, do you think it’s worth buying?

  • Danita Day

    I made this last night and used my new Vitamix to grate the cheeses and process the bread crumbs. It turned out wonderful. I froze half of the recipe for Thanksgiving week when I’ll have a houseful and need easy evening meals. This will be the first time in a few years I’ll have both boys home for a holiday.

  • Shari

    Annie, recipes please, please, please. That menu sounds amazing!!

  • Faye Stott

    Hi Annie, I’ve never made Mac and cheese before and stayed away from most recipes because I’m not sure how they would turn out.
    This is the first one that has totally tempted me. I live in the UK and we don’t have Colby cheese, was just wondering if you knew of a suitable substitute for this?
    I don’t like straying away from a recipe but kinda have no choice on this one.
    Thanks in advance : )

  • Annie

    I would try Googling for a sub to see what is recommended. Colby is maybe closest to a mild cheddar, in my opinion, but I think it’s the combination of cheeses in this recipe that makes me love it so much. Good luck!

  • Annie

    I’m so glad to hear that you enjoyed it!

  • Annie

    It is AWESOME! It far exceeded my expectations. Definitely get it! I’ve made so many things from it and have loved every single one.

  • Faye Stott

    Hi Annie’ I went ahead and Googled it and they agreed with you the nearest I can get is a mild cheddar.
    Now I’m sorry to be a pain but can I ask ‘what type of cheddar’ you used?
    In England we have a wide selection of cheddar i.e. Orange cheddar (sharp) mature cheddar (strong) extra mature, you get the idea. I’ve just finished a whole 30 and have been patiently waiting to create this for me and my family. Thank you very much again : )

  • Annie

    I would go with an orange mild, less mature cheddar (i.e. not sharp). To me, Colby is a very mild cheese and is fairly similar to a mild cheddar. Good luck!

  • Tiffany

    this is totally belated, but i got the cookbook as a christmas present & it’s AMAZING. the writing alone is totally worth it:)

  • Annie

    Agreed! I definitely gave this book the side eye when I heard of it – my bad, no doubt – but I absolutely love it for both the recipes and the writing! I heard she is working on her second book now. So excited!

  • Melissa Brooker

    I’ve been eyeing this recipe both on the blog and in the book for ages, I LOVE the sub of Colby for American! It’s nearly impossible to find Colby in Canada, but I found it and it tastes exactly like what’s labeled mild cheddar here, so yay!

    The bread crumbs are the BOMB. New fave mac and cheese right here!