Creamy Baked Mac and Cheese
This creamy baked mac and cheese is the side dish that disappears first at Thanksgiving — elbow pasta folded into a rich three-cheese sauce, baked until golden and bubbly, and finished with a buttery crumb topping that stays crisp even under the sauce. It is creamy without being soupy, cheesy without being greasy, and it reheats beautifully, which makes it a perfect make-ahead holiday side.
The secret is a proper roux-based cheese sauce made with warm milk, sharp cheddar for flavor, Gruyère for melt, and a little cream cheese for silkiness. No shortcuts, no grainy sauce — just the mac and cheese everyone asks for the recipe for.
Prep time: 20 minutes Cook time: 30 minutes Servings: 8
What You’ll Need
- Large pot for boiling pasta
- Large saucepan or Dutch oven for the cheese sauce
- Whisk
- 9×13-inch baking dish
- Colander
- Cheese grater (freshly grated cheese melts far better than pre-shredded)
For a baking dish that goes from oven to table, see our best casserole dish for Thanksgiving guide.
Ingredients
For the pasta
- 1 pound elbow macaroni
- 1 tablespoon kosher salt (for the pasta water)
For the cheese sauce
- 4 tablespoons unsalted butter
- 1/4 cup all-purpose flour
- 3 cups whole milk, warmed
- 1 cup heavy cream
- 1 teaspoon Dijon mustard
- 1/2 teaspoon garlic powder
- 1/2 teaspoon fine sea salt
- 1/4 teaspoon black pepper
- Pinch of cayenne pepper (optional)
- 2 cups (8 ounces) sharp cheddar cheese, freshly grated
- 1 1/2 cups (6 ounces) Gruyère cheese, freshly grated
- 4 ounces cream cheese, softened and cubed
For the topping
- 1 cup panko breadcrumbs
- 2 tablespoons unsalted butter, melted
- 1/4 cup grated Parmesan cheese
- 1/4 teaspoon paprika
Instructions
- Preheat the oven and boil the pasta. Heat the oven to 375°F (190°C) and butter a 9×13-inch baking dish. Bring a large pot of salted water to a boil and cook the elbow macaroni for 1 minute less than the package directions — it will finish cooking in the oven. Drain and set aside.
- Make the roux. In a large saucepan or Dutch oven, melt the butter over medium heat. Whisk in the flour and cook, whisking constantly, for about 1 minute until it smells nutty and turns lightly golden. This cooks out the raw flour taste.
- Build the sauce base. Gradually whisk in the warm milk and heavy cream, a little at a time, whisking out any lumps as you go. Cook, stirring often, for 4–5 minutes until the sauce thickens enough to coat the back of a spoon.
- Season and add the cheese. Remove the pan from the heat. Stir in the Dijon mustard, garlic powder, salt, pepper, and cayenne if using. Add the cheddar, Gruyère, and cream cheese a handful at a time, stirring until each addition melts before adding the next. The sauce should be smooth and glossy — if it feels grainy, it was too hot; a splash of warm milk and gentle stirring will bring it back.
- Combine pasta and sauce. Add the drained pasta to the sauce and fold until every piece is coated. Pour into the prepared baking dish and spread evenly.
- Add the topping. In a small bowl, toss the panko with the melted butter, Parmesan, and paprika. Sprinkle evenly over the pasta.
- Bake until golden and bubbly. Bake for 25–30 minutes, until the sauce is bubbling around the edges and the topping is deep golden brown. If the top browns too quickly, tent loosely with foil for the last 10 minutes.
- Rest before serving. Let the mac and cheese rest for 10 minutes before scooping — this lets the sauce set so it stays creamy instead of running all over the plate.
Tips for the Best Creamy Baked Mac and Cheese
- Grate your own cheese. Pre-shredded cheese is coated in anti-caking agents that make sauces grainy. Freshly grated cheddar and Gruyère melt into a far smoother sauce.
- Undercook the pasta by a minute. Pasta that is fully cooked before baking turns mushy in the oven. Pulling it a minute early keeps the finished dish toothsome.
- Make it ahead. Assemble the mac and cheese (without the topping) up to a day ahead, cover, and refrigerate. Add the topping just before baking and add 10–15 minutes to the bake time.
Creamy, golden, and crowned with a crisp buttery topping — this creamy baked mac and cheese earns its place on the Thanksgiving table year after year.