Quick Recipe Version (TL;DR)
Quick Ingredients
- 1 lb (454 g) elbow macaroni
- 4 tbsp (56 g) unsalted butter
- 1/4 cup (30 g) all-purpose flour
- 3 cups (720 ml) whole milk
- 1 tsp Dijon mustard
- 4 cups (16 oz / 450 g) sharp cheddar, freshly shredded; divide 3 1/2 cups for sauce, 1/2 cup for topping
- 1 tsp kosher salt, 1/2 tsp black pepper
- 1/4 tsp paprika; pinch cayenne (optional)
- 1 cup (50 g) panko breadcrumbs
- 3 tbsp (42 g) unsalted butter, melted (for topping)
- 2 tbsp finely chopped fresh parsley (optional)
Do This
- 1. Heat oven to 375°F (190°C). Butter a 9×13-inch (3-quart) baking dish and grate the cheddar.
- 2. Boil macaroni in well-salted water for 7 minutes; drain well.
- 3. Make roux: melt 4 tbsp butter in a pot, whisk in flour, cook 2 minutes.
- 4. Whisk in milk gradually; simmer 5 minutes until thick. Off heat, add mustard, salt, pepper, paprika, and 3 1/2 cups cheddar; stir until smooth.
- 5. Fold macaroni into sauce and transfer to the baking dish; sprinkle remaining 1/2 cup cheddar.
- 6. Mix panko with 3 tbsp melted butter (and parsley). Scatter on top. Bake 22 minutes until golden and bubbling; rest 10 minutes.
Why You’ll Love This Recipe
- Classic comfort: creamy cheddar béchamel with a subtle Dijon lift.
- Perfect texture: tender elbow macaroni under a crisp, buttery breadcrumb lid.
- Reliable and weeknight-friendly: simple steps, exact times, and pantry staples.
- Make-ahead friendly with easy reheat instructions.
Grocery List
- Produce: Fresh parsley (optional)
- Dairy: Whole milk, unsalted butter, sharp cheddar cheese
- Pantry: Elbow macaroni, all-purpose flour, panko breadcrumbs, Dijon mustard, paprika, cayenne (optional), kosher salt, black pepper
Full Ingredients
Pasta
- 1 lb (454 g) elbow macaroni
- Kosher salt for the pasta water
Cheddar Béchamel
- 4 tbsp (56 g) unsalted butter
- 1/4 cup (30 g) all-purpose flour
- 3 cups (720 ml) whole milk
- 1 tsp Dijon mustard
- 3 1/2 cups (14 oz / 395 g) sharp cheddar cheese, freshly shredded
- 1 tsp kosher salt
- 1/2 tsp freshly ground black pepper
- 1/4 tsp paprika
- Pinch cayenne pepper (optional)
Buttery Breadcrumb Topping
- 1/2 cup (2 oz / 55 g) sharp cheddar, freshly shredded (for topping layer)
- 1 cup (50 g) panko breadcrumbs
- 3 tbsp (42 g) unsalted butter, melted
- 2 tbsp finely chopped fresh parsley (optional)
- Pinch kosher salt

Step-by-Step Instructions
Step 1: Preheat and prep the dish
Heat the oven to 375°F (190°C). Grease a 9×13-inch (3-quart) baking dish. Shred the cheddar using the large holes of a box grater and divide into 3 1/2 cups for the sauce and 1/2 cup for topping. Set everything within arm’s reach—this goes quickly.
Step 2: Cook the macaroni
Bring a large pot (at least 4 quarts) of water to a rolling boil and season generously with kosher salt (about 2 tablespoons). Add the elbow macaroni and cook for 7 minutes until just shy of al dente. Drain thoroughly and set aside.
Step 3: Make the roux
In a large, heavy pot over medium heat, melt 4 tablespoons butter. Sprinkle in 1/4 cup flour and whisk constantly for 2 minutes. The roux should be smooth and slightly foamy but not browned.
Step 4: Build the béchamel
Gradually add 3 cups of milk, whisking constantly to avoid lumps. Continue whisking until the sauce comes to a gentle simmer and thickens, about 5 minutes. It should coat the back of a spoon.
Step 5: Add mustard and cheddar
Remove the pot from heat. Whisk in 1 teaspoon Dijon, 1 teaspoon kosher salt, 1/2 teaspoon black pepper, 1/4 teaspoon paprika, and a pinch of cayenne (optional). Add 3 1/2 cups shredded cheddar a handful at a time, stirring until fully melted and velvety. If needed, return to low heat briefly, but do not let the sauce boil to prevent graininess.
Step 6: Make the buttery breadcrumbs
In a bowl, combine 1 cup panko, 3 tablespoons melted butter, a pinch of salt, and parsley if using. Toss until evenly coated and slightly clumpy for extra crunch.
Step 7: Assemble, bake, and rest
Fold the drained macaroni into the cheese sauce until thoroughly coated. Transfer to the prepared baking dish. Sprinkle the remaining 1/2 cup cheddar evenly over the surface, then scatter the buttery panko topping. Bake for 22 minutes until bubbling and golden at the edges. For an extra-crisp top, broil 1 minute. Let the mac and cheese rest for 10 minutes before serving so it sets into creamy, scoopable layers.
Pro Tips
- Grate your own cheese. Pre-shredded blends contain starches that can make the sauce grainy.
- Salt the pasta water generously (about 2 tablespoons kosher salt per 4 quarts) so the pasta is seasoned from within.
- Warm milk blends in more smoothly. Microwave the milk for 60–90 seconds before adding if you have time.
- Add cheese off the heat and avoid boiling after the cheese goes in to keep the sauce silky.
- Let it rest 10 minutes out of the oven; the sauce thickens and clings to the noodles better.
Variations
- Three-Cheese: Use 2 1/2 cups sharp cheddar + 1 cup Gruyère + 1/2 cup Monterey Jack (same total volume).
- Smoky Bacon-Jalapeño: Stir in 6 oz cooked, crumbled bacon and 1 small jalapeño (seeded and finely diced) to the sauce before baking.
- Broccoli Cheddar: Fold in 2 cups small broccoli florets blanched for 2 minutes and well-drained.
Storage & Make-Ahead
Refrigerate leftovers, covered, for up to 4 days. Reheat covered at 325°F (165°C) for 20–25 minutes; uncover for the last 5 minutes and broil 1 minute to re-crisp the topping. For make-ahead, assemble up to the breadcrumb step, cover, and refrigerate up to 24 hours; top with fresh breadcrumbs just before baking. To freeze unbaked: assemble without breadcrumbs, wrap tightly, and freeze up to 2 months. Thaw overnight, top with fresh crumbs, and bake at 375°F (190°C) for 32 minutes, then broil 1 minute. Individual portions reheat well in the microwave in 60–90 seconds, stirring halfway.
Nutrition (per serving)
Approximate: 650 calories; 26 g protein; 56 g carbohydrates; 34 g fat; 12 g saturated fat; 820 mg sodium; 2 g fiber. Values will vary with ingredient brands and optional add-ins.


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