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.

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.
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

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.

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

Step 3: Whisk together for at least one minute.

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.

Step 5: Remove the sauce from the heat.

Step 6: Whisk in the cheeses.

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

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

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

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.

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

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

Step 13: Garnish with some chopped chives and serve.

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

FAQs //
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.
If you do not like it, leave it out. It will be fine.
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 but it can sometimes result in uneven heating.

Creamy Baked Mac and Cheese
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.
- Melt the butter in a large saucepan over medium heat. Add the flour and mustard.
- Whisk together for at least one minute.
- 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 to medium low and simmer until the sauce is thickened. It should coat the back of a spoon, maybe 3 minutes more.
- Remove the sauce from the heat.
- Whisk in the cheeses.
- Add the Worcestershire sauce and season generously with salt and pepper.
- Add the pasta, give it a toss in the cheese sauce and check for seasoning.
- Put the macaroni and cheese in a buttered dish (or in single serving dishes if you would like).
- Add the 4 Tablespoons of melted butter to the Panko crumbs and season with salt and pepper. Toss until the crumbs are coated.
- Sprinkle the crumbs on top of the macaroni and cheese.
- Bake in a preheated 400 degree oven for 15 to 20 minutes or until the top is golden and bubbly.
- Garnish with some chopped chives and serve.
Marwa
Friday 28th of February 2014
God how much you're blog is amazing!!!!!! Keep it up talented!
bakedbree
Saturday 1st of March 2014
Thank you!!
recipesask
Tuesday 24th of December 2013
Delicious recipe..I will surely try it today and will enjoy a lot..
bakedbree
Tuesday 31st of December 2013
I believe that you will, this one is a keeper.
Tiffany
Thursday 3rd of February 2011
OK-- so I don't own any dry mustard b/c I generally don't like mustard. (This keeps me from trying lots of yummy looking meals) Do you think not adding it will ruin the recipe? Or if I buy it is it an overwhelming mustard flavor? Looks yummy so I'm making it tomorrow with or without the mustard!
bakedbree
Saturday 5th of February 2011
If you do not like it, leave it out. It will be fine.
Marissa
Wednesday 17th of November 2010
Hi Bree,
I LOVE this recipe! I've already made it twice in half size portions. Posted on my blog here: https://www.noraisinsonmyparade.com/2010/11/macaroni-and-cheese-without-blues.html
Thanks for sharing! -Marissa
bakedbree
Wednesday 17th of November 2010
I am glad that you liked it!
Tiffany
Monday 4th of October 2010
I was raised on the good ol' blue box of Kraft macaroni and cheese. This is only my third-ish attempt at REAL mac 'n' cheese, and I was pleased. Next time I'll go to my old standby and add a can of peas to it! :)
bakedbree
Monday 4th of October 2010
Peas in macaroni and cheese sounds really good. I might need to try that next time I make mac and cheese.