Ultimate Creamy Mac and Cheese is everything you want in a comforting dish—rich, velvety cheese sauce smothering perfectly cooked, tender macaroni. It’s creamy, cheesy, and has that classic golden top that just makes you smile even before the first bite.
I love making this mac and cheese when I want something warm and simple but still special. The secret for me is using a blend of cheeses for depth and stirring in just the right amount of cream to get that silky texture. It’s the kind of recipe that feels like a big, cozy hug on a plate.
My favorite way to serve this is right out of the oven, with a crispy breadcrumb topping for a little crunch. It’s fantastic as a side dish for family dinners or just a comforting main when I’m craving something easy and filling. Trust me, everyone ends up asking for seconds!
Key Ingredients & Substitutions
Elbow Macaroni: This classic pasta shape holds onto the cheese sauce nicely. If unavailable, try cavatappi or shells—they work well for trapping the creamy sauce.
Cheese: Sharp cheddar gives a bold flavor, while Gruyère adds nuttiness and smooth melt. Can’t find Gruyère? Swiss or fontina are good substitutes. For a milder taste, add Monterey Jack or mozzarella.
Milk & Cream: Whole milk and heavy cream keep the sauce thick and creamy. For lighter options, try half-and-half or just whole milk, but the sauce may be less rich.
Butter & Flour (Roux): These thicken the sauce. Using unsalted butter lets you control seasoning better. If gluten is an issue, use a gluten-free flour blend for the roux.
Panko Breadcrumbs: Adds a crunchy topping contrasting the creamy pasta. If you don’t have panko, regular breadcrumbs or crushed crackers work fine. Mixing in a little melted butter or oil helps them toast evenly.
How Do You Make a Smooth, Lumpy-Free Cheese Sauce?
Making the cheese sauce from a roux is the key step. Here’s how to get it creamy and smooth:
- Whisk butter and flour over medium heat for 2 minutes to cook the flour taste without browning.
- Add milk and cream slowly, whisking constantly to prevent lumps.
- Keep stirring as the sauce thickens, about 5–7 minutes. Don’t rush—this builds that lovely velvety texture.
- Lower heat before adding cheese; high heat can make cheese clump or become grainy.
- Add cheese handful by handful, stirring gently to melt it fully before adding more.
- If sauce feels too thick, stir in a splash of milk to loosen it up gently.
Patience and steady whisking are your best friends for perfect sauce every time!

Equipment You’ll Need
- Large pot – for boiling the pasta, making sure it’s easy to stir and drain.
- Saucepan – to cook the cheese sauce; a wide one helps prevent splatters.
- Whisk – essential for mixing the roux and smoothening the cheese sauce without lumps.
- Measuring cups and spoons – for precise measurement of ingredients like milk, cream, and seasonings.
- Baking dish – a 9×13-inch dish is great for baking and serving.
- Small bowl – to mix the panko breadcrumbs with oil or butter for topping.
- Oven – needed to bake the casserole until bubbling and golden.
Flavor Variations & Add-Ins
- Swap out Gruyère for smoked Gouda or fontina to change the flavor profile—great for a smoky or creamy twist.
- Mix in cooked bacon bits, sautéed mushrooms, or spinach before baking for added texture and nutrition.
- Use different cheeses like mozzarella, Monterey Jack, or Pepper Jack for a milder or spicier dish.
- Add a pinch of cayenne or hot sauce to give it a little kick—perfect for spice lovers.
Ultimate Creamy Mac and Cheese
Ingredients You’ll Need:
Pasta:
- 1 lb elbow macaroni
Cheese Sauce:
- 4 cups whole milk
- 1 cup heavy cream
- 1/2 cup unsalted butter (1 stick)
- 1/2 cup all-purpose flour
- 4 cups shredded sharp cheddar cheese
- 2 cups shredded Gruyère cheese
- 1 teaspoon garlic powder
- 1/2 teaspoon onion powder
- 1 teaspoon Dijon mustard
- Salt and freshly ground black pepper to taste
Topping:
- 1 cup panko breadcrumbs
- 1 tablespoon olive oil or melted butter (for breadcrumbs)
- Fresh herb (like sage or thyme) for garnish (optional)
How Much Time Will You Need?
This recipe takes about 15 minutes for preparation and an additional 20-25 minutes for baking. So overall, plan for about 40 minutes from start to delicious finish!
Step-by-Step Instructions:
1. Prepare to Bake:
First, preheat your oven to 350°F (175°C). Butter a large casserole dish so the mac and cheese won’t stick. Set it aside for now.
2. Cook the Pasta:
Fill a big pot with water and add a pinch of salt. Bring it to a boil, then add your macaroni. Cook according to the package directions until just tender (al dente). Drain the pasta and set it aside while you make the sauce.
3. Make the Cheese Sauce:
In a large saucepan, melt the butter over medium heat. Once it’s melted, whisk in the flour. Keep whisking for about 2 minutes—this helps cook the flour without turning it brown. Slowly pour in the milk and cream while whisking continuously. Keep stirring until the sauce thickens and starts to bubble, about 5 to 7 minutes.
Lower the heat to low. Add the shredded cheddar and Gruyère cheese little by little, stirring until melted and smooth. Stir in garlic powder, onion powder, Dijon mustard, salt, and pepper. Taste and adjust the seasoning as you like.
4. Combine Pasta and Sauce:
Add the drained macaroni to the cheese sauce. Stir well until all the pasta is nicely coated in that creamy cheesy goodness.
5. Add Breadcrumb Topping and Bake:
Pour the mac and cheese into your prepared casserole dish and spread it out evenly. In a small bowl, mix the panko breadcrumbs with olive oil or melted butter. Sprinkle this mixture on top of the mac and cheese for a crunchy topping.
Bake in your preheated oven for 20-25 minutes, until the topping is golden brown and bubbling around the edges.
6. Serve and Enjoy:
Let your mac and cheese cool for a few minutes after baking. If you like, garnish it with fresh herbs like sage or thyme for a lovely touch. Serve warm and enjoy the ultimate creamy mac and cheese experience!
Can I Use Different Types of Pasta?
Absolutely! While elbow macaroni is classic, you can use shells, cavatappi, or penne. Just adjust the cooking time to ensure the pasta is al dente before mixing with the cheese sauce.
How Can I Make This Recipe Vegetarian or Gluten-Free?
This recipe is naturally vegetarian if you skip any meat add-ins. For gluten-free, use gluten-free pasta and substitute the all-purpose flour with a gluten-free flour blend to make the roux.
Can I Prepare the Mac and Cheese Ahead of Time?
Yes! You can assemble the dish up to the baking step, cover it tightly, and refrigerate for up to 24 hours. When ready, bake it a few extra minutes until hot and bubbly.
How Should I Store Leftovers?
Keep leftovers in an airtight container in the refrigerator for 3-4 days. Reheat gently on the stove or microwave, adding a splash of milk or cream to refresh the sauce if it thickens too much.
