Crispy-Topped Mac and Cheese Casserole

This mac and cheese casserole is the version I turn to when plain stovetop mac feels underwhelming. It has a golden, shatteringly crisp topping and a sauce that stays creamy all the way through.

The whole thing comes together in one baking dish and feeds a crowd with very little fuss. It works on a busy Tuesday and holds its own on a holiday table.

What Makes This Casserole So Good

The sauce is silky and rich without turning grainy. I use a mix of sharp cheddar and a little fontina, which melts beautifully and gives the cheese pull everyone wants.

The panko crust is the real reason I keep coming back. It stays crunchy even after it cools a bit, which means every bite has that contrast between creamy pasta and crisp topping.

Ingredients

• 1 lb elbow macaroni: a sturdy short shape, like shells or cavatappi, works too
• 3 tbsp unsalted butter: plus more for greasing the dish
• 3 tbsp all-purpose flour: for the roux
• 3 cups whole milk: cold or at room temperature is fine
• 2 cups shredded sharp cheddar: grate it yourself for the smoothest melt
• 1 cup shredded fontina: or another mild, creamy melting cheese like Monterey Jack
• 1 tsp dry mustard powder: adds a gentle warmth without tasting sharp
• 1/2 tsp kosher salt: adjust to taste because cheddar varies in saltiness
• 1 cup panko breadcrumbs: the flaky kind gives the best crunch
• 2 tbsp melted butter: for the topping
• 1/4 cup grated Parmesan: adds a salty, nutty layer to the crust

Variations and Substitutions

• Swap the cheese: any good melting cheese works. Try smoked gouda for a smoky note, or use all sharp cheddar if that is what you have.
• Add a protein: stir in 2 cups of chopped cooked bacon, shredded rotisserie chicken, or browned crumbled sausage before baking.
• Make it gluten free: use your favorite gluten-free short pasta and gluten-free panko. The roux works fine with a 1:1 gluten-free flour blend.
• Skip the crust: leave off the breadcrumb topping for a simpler baked mac and cheese, or replace it with buttered cracker crumbs.

For a quicker stovetop version with no baking, check out the Stovetop Mac and Cheese recipe on this site.

How to Make Mac and Cheese Casserole

Step 1: Boil the Pasta

Preheat the oven to 375°F (190°C) and bring a large pot of salted water to a boil. Cook the 1 lb elbow macaroni until it is just shy of al dente, about 7 to 8 minutes. Drain it well and set it aside while you start the sauce.

The noodles should still have a little firmness in the center. They will keep cooking in the oven, so pulling them out early stops the final dish from turning mushy.

Step 2: Whisk the Cheese Sauce

In a large saucepan or Dutch oven over medium heat, melt the 3 tbsp butter. Whisk in the 3 tbsp flour and cook for 1 minute, until the mixture smells nutty and loses its raw flour taste. Slowly pour in the 3 cups whole milk while whisking constantly, then bring the sauce to a gentle simmer. Cook for 3 to 4 minutes, whisking often, until it thickly coats the back of a spoon.

Take the pan off the heat and stir in the 2 cups shredded cheddar, 1 cup fontina, 1 tsp dry mustard powder, and 1/2 tsp kosher salt. Keep stirring until the cheese is fully melted and the sauce is smooth. Taste it now and adjust the salt if needed, because the pasta will absorb a fair amount once baked.

Step 3: Fold in the Pasta

Add the drained pasta to the cheese sauce and fold gently until every piece is coated. The mixture will look very saucy right now, and that is a good sign. Butter a 9×13 inch baking dish, then scrape the cheesy pasta into the dish and spread it into an even layer.

Don’t worry if it seems loose. In the oven the sauce will tighten up and cling to the noodles in the best way.

Step 4: Top with Breadcrumbs and Bake

Stir together the 1 cup panko, 2 tbsp melted butter, and 1/4 cup grated Parmesan in a small bowl. Sprinkle the mixture evenly over the mac and cheese, covering every corner. Slide the dish into the oven and bake for 25 minutes, until the top is deep golden and the edges are bubbling rapidly.

If the crumbs haven’t browned to your liking after the timer goes off, switch the broiler on for 1 to 2 minutes. Stay close and watch it because panko can go from golden to burnt fast.

Step 5: Scoop and Serve

Pull the casserole out of the oven and let it rest for 5 minutes. This lets the sauce set just enough that the portions hold their shape when you scoop them. Spoon generous helpings onto plates and scatter a little chopped fresh parsley on top if you want a hit of green.

The top will be crisp and crackly, the inside creamy and piping hot. Serve it right away while the cheese is at its most molten.

A Few Things to Keep in Mind

• Grate your own cheese.: Pre-shredded bags are coated with starch that can make the sauce grainy. Block cheese melts into a silkier sauce every time.
• Don’t overcook the pasta in the first step.: Seven to eight minutes is the sweet spot for most elbow macaroni brands. It should feel fairly firm when you bite into it.
• Use whole milk if you can.: Lower-fat milk tends to break or thin out in the oven, so the sauce ends up watery instead of rich and clingy.
• Watch the broiler.: As soon as the topping looks the shade you want, pull the dish out. Seconds matter under high heat.

Bake times by pan size:

Storing Leftover Mac and Cheese

Refrigerate leftovers in an airtight container for up to 4 days. The topping will soften in the fridge, but it is still delicious.

Reheating is best done in a saucepan with a splash of whole milk over low heat, stirring gently. The microwave works in 30-second bursts; just know the panko won’t re-crisp fully that way.

What to Serve with Mac and Cheese Casserole

A crisp green salad with a lemon vinaigrette cuts through all the richness and adds some brightness to the plate. On colder nights, roasted broccoli or Brussels sprouts tossed with a little olive oil and salt make a warm, satisfying side. For a bigger spread, serve it alongside simple pan-seared chicken thighs or a ham steak.

Frequently Asked Questions

Can I assemble this casserole ahead of time?

Yes. Follow the recipe through Step 4 but stop before baking. Cover the dish tightly and refrigerate for up to 24 hours. Bake straight from the fridge, adding 5 to 10 minutes to the time.

My cheese sauce turned out grainy. What happened?

The sauce likely got too hot after the cheese was added, causing the proteins to seize up. Keep the heat low or off when stirring in the cheese, and add it in handfuls.

Can I freeze baked mac and cheese casserole?

You can, though the pasta will soften a bit after thawing. Freeze individual portions in airtight containers. Reheat from frozen in a saucepan with a splash of milk until hot.

Can I use a different pasta shape?

Absolutely. Any short cut with ridges, like cavatappi, rotini, or penne, holds onto the cheese sauce really well. Avoid long noodles for this dish.

Mac and Cheese Casserole Recipe

Print Recipe Pin Recipe

Prep Time 15 minutes mins

Cook Time 25 minutes mins

Total Time 40 minutes mins

Servings: 6 servings

Calories: 520

Ingredients Method Notes

Ingredients

  

• 1 lb elbow macaroni
• 3 tbsp unsalted butter, plus more for greasing
• 3 tbsp all-purpose flour
• 3 cups whole milk
• 2 cups shredded sharp cheddar
• 1 cup shredded fontina
• 1 tsp dry mustard powder
• 1/2 tsp kosher salt
• 1 cup panko breadcrumbs
• 2 tbsp melted butter
• 1/4 cup grated Parmesan

Method

 

1. Preheat oven to 375°F. Cook macaroni in salted boiling water until just shy of al dente, about 7 to 8 minutes. Drain and set aside.
2. Melt 3 tbsp butter in a large pan over medium heat. Whisk in flour, cook 1 minute. Slowly add milk, whisking, and simmer until thick, about 3 to 4 minutes. Off heat, stir in cheddar, fontina, mustard powder, and salt until smooth.
3. Fold drained pasta into the sauce. Transfer to a buttered 9×13 dish.
4. Mix panko, 2 tbsp melted butter, and Parmesan. Sprinkle over the pasta. Bake 25 minutes until golden and bubbling.
5. Rest 5 minutes, then scoop onto plates and serve.

Notes

Let the casserole rest a few minutes after baking so the sauce sets and the portions hold their shape. If the topping isn’t as crisp as you like, run it under the broiler for 1 to 2 minutes, watching closely. Leftovers keep in the fridge for up to 4 days.