Incredible Macaroni and Cheese” is just plain incredible! As if a creamy filling and 3 different cheeses weren’t enough, it has a wonderful crumb top too!The Best Macaroni and Cheese

Okay! Let’s have a little tete a tete. I know there are lots of delicious Macaroni and Cheese recipes out and about. This Macaroni and Cheese is, in my ever so humble opinion, the Best Macaroni and Cheese recipe ever!!! It’s got it all. Thick, rich, creamy cheese sauce and a crunchy buttery topping. The sauce to pasta ratio is perfect. It’s got a lot of sauce. Yay. Other mac and cheese recipes dry out and don’t have nearly enough sauce for my preferences. Who wants that?! Not me my friend, that, I can assure you. Some mac and cheese recipes skip the wonderful crunchy topping. All I can ask is, why?  WHY?  This recipe suggests using an au gratin pan so that you end up with more surface area to sprinkle that glorious topping all over. So, at this point, if you aren’t yet quite sure of the deliciousness of this recipe, let me mention where I adapted it from. That’s right, good ol’ Martha Stewart. I read somewhere that this is the all time, most requested recipe, she has ever had. Okay….I’m done waxing poetic….let me tell the few minor changes I’ve made.

I make my own bread crumbs from toasted sour dough bread just whirled in the food processor. I like a little texture to them. I don’t like how fine the kind you can buy already made at the market.

The Best Macaroni and Cheese

The original recipe calls for a combination of 4 1/2 cups of White Cheddar and 2 cups of Gruyere or Pecorino Romano cheeses. I have made this recipe countless time using a combo of White Cheddar and Gruyere. It’s amazingly wonderful that way. The blend of cheeses offers a complex and interesting taste. The problem is that while it’s baking it doesn’t smell so wonderful. In fact it just might smell a little stinky. That smell doesn’t play well with my kids.  The White Cheddar is fabulous but I honestly miss the iconic color of yellow cheese that signals my brain that all kinds of mac and cheese deliciousness is headed my way! So to resolve this, I now use a combo of Sharp Yellow Cheddar and Sharp White Cheddar.The Best Macaroni and Cheese


Source: Martha Stewart

More Macaroni Recipe Ideas



Incredible Macaroni and Cheese

"Incredible Macaroni and Cheese" is just plain incredible! As if a creamy filling and 3 different cheeses weren't enough, it has a wonderful crumb top too!

Prep Time 10 minutes
Cook Time 30 minutes
Total Time 40 minutes
Servings 8
Calories 931 kcal
Author Kathleen


  • 8 Tablespoons 1 Stick Unsalted Butter--Divided
  • 2 Cups Dry Bread Crumbs
  • 1/4 Cups Parmesan Cheese Grated
  • 1/2 Teaspoons Dried Thyme Leaves
  • 5 1/2 Cups Whole Milk
  • 1/2 Cup All-Purpose Flour
  • 2 Teaspoons Salt
  • 1/4 Teaspoon Ground Nutmeg
  • 1/4 Teaspoon Ground Black Pepper
  • 1/4 Teaspoon Cayenne Pepper
  • 4 1/2 Cups Divided Sharp Cheddar Cheese Shredded
  • 2 Cups Sharp White Cheddar Cheese Shredded
  • 1 Pound Dried Elbow Pasta


  1. Heat oven to 375 degrees. Butter a 3-quart casserole dish; set aside. Place bread crumbs, Parmesan cheese, and dried thyme leaves in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour batter into the bowl with bread mixture, and toss. Set breadcrumbs aside.
  2. In a medium saucepan set over medium heat, heat milk. Melt remaining 6 tablespoons butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.
  3. While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.
  4. Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups Sharp Cheddar Cheese, and 1 1/2 cups Sharp White Cheddar Cheese; set cheese sauce aside.
  5. Fill a large saucepan with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer's directions, until the outside of pasta is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse under cold running water and drain well. Stir macaroni into the reserved cheese sauce.
  6. Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups Sharp Cheddar Cheese, 1/2 cup Sharp White Cheddar Cheese, and breadcrumbs over top. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.

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Nutritional Information

Nutrition information will vary based on the specific products. To be safe, check the nutrition facts labels of your products. Optional object listed above have been left out of nutritional data.

Nutrition Facts
Incredible Macaroni and Cheese
Amount Per Serving
Calories 931 Calories from Fat 450
% Daily Value*
Total Fat 50g 77%
Saturated Fat 30g 150%
Cholesterol 145mg 48%
Sodium 1476mg 62%
Potassium 499mg 14%
Total Carbohydrates 77g 26%
Dietary Fiber 3g 12%
Sugars 12g
Protein 41g 82%
Vitamin A 31.8%
Vitamin C 0.2%
Calcium 95.3%
Iron 17.2%
* Percent Daily Values are based on a 2000 calorie diet.