Baked Mac and Cheese with Breadcrumbs

Ready to give one of your favorite dishes from childhood a delicious upgrade? Baked Macaroni and Cheese with Breadcrumbs is creamy and indulgent with just the right amount of crunch!

It's a 13x9 that feeds a crowd, so it goes to every holiday dinner and most Sunday suppers around here.

Best of all, prep only takes about 15 minutes. After that, toss it in the oven until everything is golden and melted! 

Ingredients 

• Milk — I recommend whole milk, but you could use half and half or heavy cream for an even more decadent sauce.
• Cheese — A combination of sharp cheddar cheese and your choice of smoked gouda or gruyere gives the sauce incredible flavor. (But feel free to use whatever kind of cheese you like in this baked mac and cheese. Swiss cheese and mozzarella cheese are also great options.)
• Mustard — Dijon mustard will enhance the cheese sauce and balance the dairy.
• Worcestershire — The combination of sweet, sour, and hint of spice adds complexity, making this dish so irresistible.
• Breadcrumbs — I recommend panko for the best crunch.

Cheese by weight. You’ll need about 2 cups of shredded cheddar cheese.  I recommend buying a block, shredding half, and cubing the other half.

Smoked Gouda or Gruyère? Either one works. Smoked gouda gives a smoky flavor we love. Gruyère makes it nuttier, and that is the direction I tend to go for the holidays. Both melt beautifully next to the cheddar.

Tips & Tricks

• Kids or family members sensitive to spice? You can omit the cayenne.
• Don’t try to swap out the whole milk for skim, or you’ll end up with a watery, runny sauce.
• If you don’t have panko breadcrumbs, you can use regular breadcrumbs instead. But for the best Homemade Macaroni and Cheese with Breadcrumb Topping, I highly recommend grabbing some panko!
• IGrainy sauce? It's usually the cheese or the heat. Bagged shredded cheese is coated so it won't clump in the bag. That coating also keeps it from melting smoothly, so grate it from the block. Cheese that gets too hot squeezes out its fat and goes gritty. That's why the heat drops to medium-low before you add the cheese.
• Want veggies in it? Creamy Baked Veggie Mac and Cheese has them baked right in.
• No time to bake? Ninja Foodi Mac and Cheese is creamy and ready in 30 minutes.  You can make it in an Instant Pot too.

How to Make Baked Macaroni and Cheese with Bread Crumbs

This is a visual walkthrough of the recipe. For the full recipe, see the recipe card below.

Preheat the oven to 350 degrees. Spray a 13 x 9 baking dish with cooking spray.

Cook the pasta in salted water according to the package directions. (Cook until al dente; be careful not to overcook because the pasta will continue to soften as it bakes.)

Next, make your roux. To do this, melt the butter in a medium pot over medium heat. Stir in the flour and cook, stirring often, for 3 to 4 minutes, until golden brown. 

Whisk in the milk in slowly until well combined. Cook, stirring often, until the sauce is slightly thickened, about 8 minutes.

Reduce heat to medium-low and stir in the shredded cheese. Once melted, add in Dijon mustard, salt, pepper, cayenne, and Worcestershire sauce. Stir until well combined.

Once the pasta is cooked, drain and toss with cheese sauce and cubed cheddar cheese. 

Transfer to the prepared pan. (I like to taste it at this point and adjust the seasonings.)

Melt butter in a small saucepan. Toss with the breadcrumbs, then sprinkle on top of the pasta.

Bake for 35 minutes. Allow to cool for 10 minutes before serving.