Baked mac and cheese arrives at the table bubbling, golden on top, and creamy underneath. This version starts with a roux-based cheddar-Gruyere sauce enriched with cream cheese, so it stays silky instead of turning grainy. Tempered eggs give it a Southern-style set that slices neatly without drying out, and a buttery panko topping adds the crunch every bite needs. Rest it for 10 minutes before serving. It is the side dish I make when the table is full and I need something that works for kids, grandparents, and picky eaters alike. It feeds a crowd from one 9×13-inch dish, it can be made ahead, and it has earned its place on our Thanksgiving table year after year.
Table of Contents
Why You Will Love It
- Genuinely creamy, not grainy, because the sauce is built off the heat so the cheese melts smoothly.
- A golden, crunchy top from buttery panko and Parmesan.
- Sliceable but spoonable, with neat squares and a soft, creamy middle.
- Crowd-sized: one 9×13-inch dish serves 8.
- Make-ahead friendly for holidays and busy weeknights.
- Thanksgiving-table proven, and just as welcome at a potluck or family dinner.
- Kid- and adult-approved, from the cheddar flavor to the crunchy topping.
Ingredients
- 1 lb elbow macaroni, cooked 1 minute short of al dente.
- Salt for pasta water, about 1 tbsp per 4 quarts.
- 4 tbsp unsalted butter for the sauce.
- 1/4 cup all-purpose flour, cooked until pale gold.
- 3 cups whole milk, added in three pours.
- 1 cup heavy cream, for richness.
- 1 tsp Dijon mustard, which sharpens the cheese flavor.
- 1/2 tsp garlic powder, 1/4 tsp cayenne pepper (optional), 1/2 tsp salt, and 1/4 tsp black pepper.
- 16 oz sharp cheddar, freshly shredded from blocks, about 4 cups, reserving 1 cup for layering.
- 8 oz Gruyere, freshly shredded, about 2 cups, for melt.
- 4 oz cream cheese, softened and cubed, for silkiness.
- 2 large eggs, beaten and tempered.
- 1 cup panko breadcrumbs, 2 tbsp unsalted butter melted for the topping, and 1/4 cup grated Parmesan.
Equipment
- Large pot
- Colander
- Large saucepan or Dutch oven
- Whisk and wooden spoon
- Box grater
- 9×13-inch baking dish
- Small bowl
- Aluminum foil
How to Make Creamy Baked Mac and Cheese
- Cook the Pasta Just Short of Done – Preheat the oven to 375 degrees F (190 degrees C), butter a 9×13-inch dish, boil the macaroni in well-salted water 1 minute less than the package al dente time, and drain without rinsing.
- Shred the Cheese from Blocks – Shred the cheddar and Gruyere from blocks, reserve 1 cup of cheddar for layering, and cube the softened cream cheese.
- Make the Roux – Melt 4 tbsp butter, whisk in 1/4 cup flour, and cook for about 1 minute until pale gold and faintly nutty.
- Build the Milk-and-Cream Sauce – Whisk the milk and cream in three pours, add the mustard, garlic powder, cayenne, salt, and pepper, and simmer gently for 3-4 minutes until the sauce coats the back of a spoon.
- Melt the Cheese Off the Heat, Then Temper the Eggs – Off the heat, melt the cream cheese, then the cheddar and Gruyere in three handfuls. Temper the beaten eggs with a ladle of hot sauce, then stir the mixture back in.
- Combine and Assemble in the Baking Dish – Stir the pasta into the sauce, spread half into the dish, sprinkle over the reserved 1 cup of cheddar, top with the remaining pasta, and level the surface.
- Add the Buttery Crumb Topping – Toss the panko with 2 tbsp melted butter and Parmesan, sprinkle it edge to edge, and do not press it in.
- Bake Until Golden, Rest, and Serve – Bake uncovered at 375 degrees F (190 degrees C) for 25-30 minutes until deeply golden and bubbling at the edges, tenting with foil if the top browns early. Rest for 10 minutes before serving.
Pro Tips
- Always shred cheese from blocks. Pre-shredded cheese is coated to prevent clumping, and that coating is the fastest route to a grainy sauce.
- Take the sauce off the heat before adding cheese, and add it in handfuls, stirring until each handful melts before adding the next.
- Do not rinse the pasta. A little starch helps the sauce cling.
- Add the topping just before baking so it stays crisp.
- If the top browns before the center is bubbling, tent the dish loosely with foil and keep baking.
- Resting for 10 minutes is what lets the dish set enough to slice.
Variations
Southern Custard-Style (extra set): This recipe already leans Southern, thanks to the tempered eggs. For an even firmer, custardy slice, be sure the eggs are fully tempered and the dish rests the full 10 minutes.
Three-Cheese with Smoked Gouda: Swap half the Gruyere for smoked Gouda for a gentle smokiness that pairs beautifully with the cheddar.
Buffalo Chicken: Fold in shredded cooked chicken and a few spoonfuls of Buffalo sauce.
Lighter Weeknight: Use all milk instead of milk plus cream, cut the topping butter in half, and serve a smaller portion with a big salad.
Lobster (special occasion): Fold in cooked lobster meat just before assembling, and keep the topping simple so the lobster shines.
Jalapeno Popper: Add diced jalapenos and a little extra cream cheese to the sauce, and stir crumbled cooked bacon into the topping.
Substitutions
- Gruyere to Monterey Jack: Monterey Jack melts beautifully and keeps the dish mild and creamy.
- Cream to all milk plus extra cream cheese: Replace the heavy cream with milk and add a little extra cream cheese for body.
- Panko to fine crumbs or crackers: Fine breadcrumbs or crushed butter crackers both work; crackers will toast faster, so watch the top.
- Dijon to yellow or dry mustard: Yellow mustard is a little sharper; dry mustard can be whisked into the roux.
- Egg-free: Omit the eggs and increase the flour to 1/3 cup for a looser, spoonable dish.
- Gluten-free: Use gluten-free pasta, sweet rice flour in place of all-purpose flour, and gluten-free panko.
Dietary Notes
As written, this recipe contains gluten, dairy, and eggs, and it is vegetarian. For a lower-sodium version, use low-sodium butter and cheese where you can, season the sauce lightly before adding the cheese, and taste before adding more salt, because the cheddar and Parmesan already bring plenty of salt.
Make-Ahead, Storage, Freezing, and Reheating
Make ahead: Assemble the dish up to 1 day in advance without the topping, cover, and refrigerate. Let it rest 30 minutes at room temperature, add the topping fresh, and bake at 375 degrees F for 35-40 minutes.
Fridge: Store leftovers in an airtight container for 3-4 days.
Freezing: Freeze unbaked, without the topping, for up to 2-3 months. Thaw overnight in the fridge, add the topping, and bake for 35-40 minutes.
Reheating: Reheat in the oven at 350 degrees F for 20-25 minutes, or in the microwave in bursts with a splash of milk to loosen the sauce.
Food safety: Refrigerate leftovers within 2 hours, reheat until steaming hot throughout, and do not reheat more than once.
What to Serve With
This is a natural Thanksgiving side, and it also rounds out a fried chicken dinner beautifully. Try it with:
- Herb Butter Roast Turkey
- Turkey Gravy from Drippings
- Creamy Mashed Potatoes
- Classic Thanksgiving Stuffing
- Baked Cranberry Sauce
- Fluffy Dinner Rolls
- KFC-style crispy fried chicken
Recipe Notes
- Shred the cheese from blocks for the smoothest sauce.
- Take the sauce off the heat before adding the cheese.
- Cook the pasta 1 minute short of al dente.
- Temper the eggs before stirring them into the hot sauce.
- Rest the baked dish for 10 minutes before serving.
- Add the topping just before baking so it stays crisp.
- Best season: autumn and Thanksgiving, and winter holidays.
- Cooking temperature: 375 degrees F (190 degrees C).
- Difficulty: Medium.
- Food safety: refrigerate within 2 hours, reheat until steaming hot, and do not reheat more than once.
Creamy Baked Mac and Cheese — Golden, Gooey & Crowd-Pleasing
Description
Golden, gooey baked mac and cheese with a rich cheddar-Gruyère sauce, a Southern-style egg binder for a sliceable but creamy set, and a buttery panko-Parmesan crust — the crowd-pleasing Thanksgiving side dish.
Ingredients
Instructions
-
Cook the Pasta Just Short of Done
Preheat oven to 375°F (190°C), butter 9x13 dish, boil macaroni in well-salted water 1 minute less than package al dente time, drain without rinsing. -
Shred the Cheese from Blocks
Shred cheddar + Gruyère from blocks; reserve 1 cup cheddar for layering; cube softened cream cheese. -
Make the Roux
Melt 4 tbsp butter, whisk in 1/4 cup flour, cook ~1 minute until pale gold and faintly nutty. -
Build the Milk-and-Cream Sauce
Whisk milk + cream in three pours, add mustard, garlic powder, cayenne, salt, pepper; simmer gently 3-4 minutes until it coats the back of a spoon. -
Melt the Cheese Off the Heat, Then Temper the Eggs
Off heat, melt cream cheese, then cheddar + Gruyère in three handfuls; temper beaten eggs with a ladle of hot sauce, stir back in. -
Combine and Assemble in the Baking Dish
Stir pasta into sauce, half into dish, sprinkle reserved 1 cup cheddar, top with remaining pasta, level. -
Add the Buttery Crumb Topping
Toss panko with 2 tbsp melted butter + Parmesan, sprinkle edge to edge, do not press in. -
Bake Until Golden, Rest, and Serve
Bake uncovered 375°F (190°C) 25-30 minutes until deeply golden and bubbling at edges (tent with foil if top browns early); rest 10 minutes.
Nutrition Facts
Servings 8
- Amount Per Serving
- Calories 770kcal
- % Daily Value *
- Total Fat 45g70%
- Saturated Fat 27g135%
- Sodium 820mg35%
- Total Carbohydrate 58g20%
- Dietary Fiber 2g8%
- Sugars 7g
- Protein 30g60%
* Percent Daily Values are based on a 2,000 calorie diet. Your daily value may be higher or lower depending on your calorie needs.
Note
Shred the cheese from blocks for the smoothest sauce. Take the sauce off the heat before adding the cheese. Cook the pasta 1 minute short of al dente. Temper the eggs before stirring them into the hot sauce. Rest the baked dish for 10 minutes before serving. Cooking temperature: 375°F (190°C). Best season: autumn/Thanksgiving and winter holidays. Food safety: refrigerate within 2 hours, reheat until steaming hot, and do not reheat more than once. Nutrition figures are estimates calculated from this recipe's ingredients.
