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Creamy Baked Mac and Cheese

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Bree HesterBy Bree Hester
Bree Hester
Bree Hester Founder of Baked Bree

Bree Hester is the recipe developer, writer and food photographer behind Baked Bree. She started Baked Bree in February 2010 as a love letter to anyone that has ever come to her house for a meal. O…

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My favorite Macaroni and Cheese — baked with panko on top to lend it a wonderfully crusty exterior. Rich, creamy, crunchy, making it the epitome of comfort food.

Creamy macaroni and cheese in a white rectangular dish on a white plate with green garnishes, served with a fork and knife.

I am sitting here tonight trying to make my meal plan for the week and write my shopping list, but really all I can think about is this macaroni and cheese. I don’t eat macaroni and cheese very often, it is not exactly what one would call a “light” dish, but if I am going to eat it, this is the kind that I want. Rich, creamy, crunchy. All of the good things that you want going on when you are eating something bad for you.

The thing about macaroni and cheese in my opinion, is that it is either really, really delicious or really, really disappointing. So what can you do to guarantee that you are gonna sink your teeth into something delicious? Use more than one kind of cheese and use a lot of salt and pepper. If you’re looking for a twist on the classic, why not try Spicy Corn and Bacon Macaroni and Cheese?

Want to make the best macaroni and cheese ever? Let’s go.

Ingredients

The Macaroni:

  • 2 tbsp butter
  • salt and pepper
  • 1 lb pasta shells (or any kind of noodle that you like)
  • 1/4 cup flour
  • 1 tsp dry mustard
  • 4 cups whole milk
  • 12 oz of cheese (I used a combination of Cheddar, Monterey Jack, Mozzarella, Provolone, Asiago, Fontina, and Parmesan)
  • 2 tsp Worcestershire sauce

The Crumb Topping:

  • 3/4 cup Panko crumbs
  • 4 tbsp melted butter
  • salt and pepper
  • chives for garnish
Creamy cheese and breading ingredients for homemade baked Bree cheese balls.

How To – The Steps

Step 1: Cook the pasta according to the package directions. Drain it 2 minutes before it should be done; you want al dente pasta.

Cooked pasta in a stainless steel colander with a wooden spoon for draining.

Step 2: Melt the butter in a large saucepan over MEDIUM heat. Add the flour and mustard.

Cream cheese, sugar, and eggs being mixed for baking recipe at Baked Bree.

Step 3: Whisk together for at least one minute.

Smooth batter being whisked in a mixing bowl for baking recipes.

Step 4: Pour in the milk. Whisk in the milk and let it come to a boil. When it comes to a boil, reduce the heat to MEDIUM/MEDIUM-LOW and simmer until the sauce is thickened. It should coat the back of a spoon, maybe 3 minutes more.

Cream being poured into a mixing bowl for baking, with a vintage milk bottle from Baked Bree.

Step 5: Remove the sauce from the heat.

Cream mixture in a stainless steel pot on a wooden cutting board.

Step 6: Whisk in the cheeses.

Cream cheese melting in saucepan for baking recipe, ready to be blended.

Step 7: Add the Worcestershire sauce and season generously with salt and pepper.

Cream and spices in a mixing bowl for baking recipes.

Step 8: Add the pasta, give it a toss in the cheese sauce and check for seasoning.

Creamy cheese pasta mixture with seasoning in a mixing bowl, ready to be baked or cooked.

Step 9: Put the macaroni and cheese in a buttered dish (or in single serving dishes, if you would like).

Creamy macaroni and cheese in white baking dishes on wooden surface.

Step 10: Add the 4 tablespoons of melted butter to the panko crumbs and season with salt and pepper. Toss until the crumbs are coated.

Cream of rice porridge with grated cheese and black pepper in a blue bowl, ready to serve or cook.

Step 11: Sprinkle the crumbs on top of the macaroni and cheese.

Creamy mac and cheese with breadcrumb topping in baking dishes on a tray, ready for baking.

Step 12: Bake in a preheated 400°F oven for 15 to 20 minutes or until the top is golden and bubbly.

Creamy macaroni and cheese casserole with golden breadcrumb topping.

Step 13: Garnish with some chopped chives and serve.

Creamy macaroni and cheese served in a white dish on a white plate, with green chives and breadcrumbs topping.

It will totally be worth the run the next morning. I promise.

Creamy baked cauliflower casserole with cheese and herbs.

FAQs

Do you think it could be prepped a day in advance without the panko? Add the panko topping to it the next day and then bake it?

I absolutely think you could prep this a day ahead of time. Add the panko before baking and you should be fine. I would just bake it off before serving, I would skip the microwave.

Do you think not adding it will ruin the recipe? Or if I buy it is it an overwhelming mustard flavor?

If you do not like it, leave it out. It will be fine.

Does the pasta HAVE to be al dente?

No, it’s a matter of preference. That said, it helps the pasta hold its shape and texture when combined with the creamy cheese sauce.

How To Store Creamy Baked Mac and Cheese

First, let the mac and cheese cool completely. I find it useful to divide up the portions now before storage. Place the servings in airtight containers and refrigerate them for up to 4 days. You can also freeze mac and cheese for up to 3 months. Let it thaw in the fridge overnight before you eat it. You can reheat it in the oven at 350°F. Cover with foil and bake for 15-20 minutes, or until heated through. The microwave is also an option for reheating, but it can sometimes result in uneven heating.

If you are looking for alternatives, consider trying the Chili Mac and Cheese or the Butternut Squash Mac and Cheese.

Creamy macaroni and cheese in a white rectangular dish on a white plate with green garnishes, served with a fork and knife.

Creamy Baked Mac and Cheese

Bree Hester
No ratings yet
Print Recipe Pin Recipe
Prep Time 15 minutes mins
Cook Time 45 minutes mins
Total Time 1 hour hr
Course Main Course, pasta
Cuisine American
Servings 8
Calories 571 kcal

Ingredients
  

The Macaroni:

  • 2 Tablespoons butter
  • salt and pepper
  • 1 pound pasta shells or any kind of noodle that you like
  • 1/4 cup flour
  • 1 teaspoon dry mustard
  • 4 cups whole milk
  • 12 ounces of cheese I used a combination of Cheddar, Monterey Jack, Mozzarella, Provolone, Asiago, Fontina, and Parmesan
  • 2 teaspoons Worcestershire sauce

The Crumb Topping:

  • 3/4 cup Panko crumbs
  • 4 Tablespoons melted butter
  • salt and pepper
  • chives for garnish

Instructions
 

  • Cook the pasta according to the package directions. Drain it 2 minutes before it should be done; you want al dente pasta.
    Cooked pasta in a stainless steel colander with a wooden spoon for draining.
  • Melt the butter in a large saucepan over MEDIUM heat. Add the flour and mustard.
    Cream cheese, sugar, and eggs being mixed for baking recipe at Baked Bree.
  • Whisk together for at least one minute.
    Smooth batter being whisked in a mixing bowl for baking recipes.
  • Pour in the milk. Whisk in the milk and let it come to a boil. When it comes to a boil, reduce the heat to MEDIUM/MEDIUM-LOW and simmer until the sauce is thickened. It should coat the back of a spoon, maybe 3 minutes more.
    Cream being poured into a mixing bowl for baking, with a vintage milk bottle from Baked Bree.
  • Remove the sauce from the heat.
    Cream mixture in a stainless steel pot on a wooden cutting board.
  • Whisk in the cheeses.
    Cream cheese melting in saucepan for baking recipe, ready to be blended.
  • Add the Worcestershire sauce and season generously with salt and pepper.
    Cream and spices in a mixing bowl for baking recipes.
  • Add the pasta, give it a toss in the cheese sauce and check for seasoning.
    Creamy cheese pasta mixture with seasoning in a mixing bowl, ready to be baked or cooked.
  • Put the macaroni and cheese in a buttered dish (or in single serving dishes, if you would like).
    Creamy macaroni and cheese in white baking dishes on wooden surface.
  • Add the 4 tablespoons of melted butter to the panko crumbs and season with salt and pepper. Toss until the crumbs are coated..
    Cream of rice porridge with grated cheese and black pepper in a blue bowl, ready to serve or cook.
  • Sprinkle the crumbs on top of the macaroni and cheese.
    Creamy mac and cheese with breadcrumb topping in baking dishes on a tray, ready for baking.
  • Bake in a preheated 400°F oven for 15 to 20 minutes or until the top is golden and bubbly.
    Creamy macaroni and cheese casserole with golden breadcrumb topping.
  • Garnish with some chopped chives and serve.
    Creamy macaroni and cheese served in a white dish on a white plate, with green chives and breadcrumbs topping.
  • It will totally be worth the run the next morning. I promise.
    Creamy baked cauliflower casserole with cheese and herbs.

Nutrition

Calories: 571kcalCarbohydrates: 56gProtein: 23gFat: 28gSaturated Fat: 16gSodium: 456mgFiber: 2g
Keyword Creamy Baked Mac and Cheese
Tried this recipe?Let us know how it was!

About Bree Hester

Bree Hester is the recipe developer, writer and food photographer behind Baked Bree. She started Baked Bree in February 2010 as a love letter to anyone that has ever come to her house for a meal. Over the years it has evolved into so much more than that. While Bree may have hung up her apron for the last time, the reins have now been passed over to a passionate team of foodies.

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Published: Jan 9, 2024 | Updated: Oct 17, 2025

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