When it comes to comfort food, nothing hits the spot quite like a bubbling, golden-topped dish of rich mac and cheese. I’ve been making this version for years, refining it to strike the perfect balance between creamy, cheesy goodness and a satisfying crunch from a buttery breadcrumb topping. It’s indulgent, yes, but every bite feels worth it. Whether you’re hosting a cozy dinner, heading to a potluck, or just craving something soul-satisfying, this mac and cheese delivers every single time.

What I love most about this recipe is how versatile it is. You can dress it up with extras like bacon or truffle oil, or keep it simple and let the cheese shine. It’s a dish that adapts to the mood and moment. Personally, I make it just like the image you see—crispy on top, velvety beneath, and loaded with flavor from a rich cheese sauce made entirely from scratch.
Why You’ll Love This Rich Mac and Cheese
This isn’t your average mac and cheese. It’s a rich, oven-baked version that combines three types of cheese with a luscious béchamel base and a crispy golden topping. You’ll love how every forkful delivers melty comfort and contrasting texture, with just the right kick of sharpness from aged cheddar. Plus, it reheats like a dream.
What Kind of Cheese Works Best for Mac and Cheese?
The magic lies in the blend. I use sharp cheddar for that classic flavor, Gruyère for a hint of nuttiness, and a touch of cream cheese to amp up the creaminess. You can certainly experiment, but make sure at least one cheese is sharp and melty to hold everything together and provide depth.
Options for Substitutions
You can swap the pasta shape to suit what’s in your pantry—elbow macaroni is traditional, but shells or cavatappi work beautifully. For a gluten-free version, use gluten-free pasta and breadcrumbs. Out of cream? Whole milk will do. And if you’re vegan, opt for plant-based butter, cheeses, and milk alternatives. Just be sure your cheese alternatives melt well.
Ingredients for this Rich Mac and Cheese
Elbow Macaroni – Classic and compact, it holds the cheese sauce perfectly in its curves.
Sharp Cheddar Cheese – Provides the bold, tangy base flavor that defines mac and cheese.
Gruyère Cheese – Adds a sophisticated nutty depth and melts beautifully.
Cream Cheese – Enhances the richness and creaminess of the sauce.
Butter – Essential for starting the roux and giving the breadcrumb topping its golden crunch.
All-Purpose Flour – Thickens the béchamel sauce, making it luscious and smooth.
Whole Milk – Creates a silky base for the cheese to melt into; provides moisture and body.
Dijon Mustard – A flavor booster that subtly enhances the cheese without overpowering.
Garlic Powder – Adds a hint of savoriness that deepens the overall flavor profile.
Salt & Pepper – Balances and sharpens the cheese flavors.
Panko Breadcrumbs – Light and crispy, perfect for a golden top layer.
Fresh Parsley (optional) – For garnish and a pop of fresh, herby brightness.

Step 1: Cook the Pasta
Bring a large pot of salted water to a boil. Add the elbow macaroni and cook until just al dente, about 1-2 minutes less than package instructions. Drain and set aside.
Step 2: Make the Roux
In a large saucepan, melt the butter over medium heat. Whisk in the flour and cook for about 2 minutes until the mixture is golden and smells nutty. This creates the base that thickens your cheese sauce.
Step 3: Build the Sauce
Slowly whisk in the milk, ensuring there are no lumps. Cook, stirring frequently, until the mixture thickens to a creamy consistency. Then stir in the Dijon mustard, garlic powder, salt, and pepper.
Step 4: Melt in the Cheeses
Lower the heat and stir in the cream cheese until melted. Gradually add the shredded cheddar and Gruyère, stirring until fully melted and smooth. This is your velvety, rich cheese sauce.
Step 5: Combine with Pasta
Add the cooked macaroni to the sauce, folding gently to coat every piece with the creamy mixture. Make sure it’s evenly distributed for that perfect bite every time.
Step 6: Prepare the Topping
In a small bowl, mix melted butter with panko breadcrumbs. This buttery crumb topping adds texture and a satisfying crunch.
Step 7: Assemble and Bake
Preheat the oven to 375°F (190°C). Pour the mac and cheese into a greased baking dish, spread evenly, and sprinkle the breadcrumb topping generously over the surface. Bake for 20-25 minutes or until the top is golden brown and crispy.
Step 8: Garnish and Serve
Let it cool for 5 minutes before serving. Sprinkle with fresh parsley if desired for a touch of color and brightness.
How Long to Prepare the Rich Mac and Cheese
Preparation Time:
It takes around 15–20 minutes to prep everything. Cooking the pasta, shredding the cheese, and prepping the sauce all move quickly if you have everything ready. Grating your own cheese (which I recommend for better meltability) takes a few extra minutes, but it’s worth it.
Baking Time:
Once assembled, the mac and cheese bakes for about 20–25 minutes until the top is beautifully golden and crispy. After that, let it rest for about 5 minutes before serving to allow the sauce to set slightly. All in, you’re looking at about 45–50 minutes from start to finish.
Tips for Perfect Rich Mac and Cheese
- Grate your own cheese: Pre-shredded cheese has anti-caking agents that prevent smooth melting.
- Use warm milk: Adding cold milk to the roux can cause clumps; warm milk blends better and speeds up thickening.
- Don’t overcook the pasta: Slightly undercooked pasta will continue cooking in the oven, keeping it from getting mushy.
- Season the sauce well: Taste before baking and adjust salt or spice if needed. Cheese can vary in saltiness.
- Use a mix of cheeses: Combining sharp, creamy, and nutty cheeses deepens the flavor.
Watch Out for These Mistakes While Cooking
- Skipping the roux stage: This base is what makes the sauce creamy, not grainy.
- Using low-fat dairy: Whole milk or cream is best for a rich, silky result.
- Adding cheese too fast: Gradually melt cheese on low heat to avoid a greasy or clumpy sauce.
- Baking too long: Overbaking can dry out the sauce. Remove once the top is golden and bubbly.
- Using too much pasta: It can throw off the sauce-to-pasta ratio. Stick to the measured amount.
What to Serve With Rich Mac and Cheese?
1. Garlic Green Beans
Light, crisp, and flavorful—balances the richness of the dish.
2. Crispy Chicken Tenders
For a kid-friendly and protein-packed pairing.
3. Tangy Coleslaw
Adds a refreshing crunch and acidity.
4. Roasted Broccoli
Earthy and slightly charred veggies complement the creaminess.
5. Tomato Basil Soup
Perfect for dipping or adding a touch of acidity to each bite.
Storage Instructions
Refrigerator: Store leftovers in an airtight container for up to 4 days. Reheat in the microwave or oven with a splash of milk to restore creaminess.
Freezer: You can freeze mac and cheese before or after baking. Use a freezer-safe container and freeze for up to 2 months. Thaw in the fridge overnight and reheat in the oven until warmed through.
Reheating Tips: For best results, reheat in the oven covered with foil at 350°F until hot. Add a bit of milk to keep the texture creamy.
Estimated Nutrition
Serving Size: 1 cup
- Calories: 510
- Total Fat: 32g
- Saturated Fat: 19g
- Cholesterol: 95mg
- Sodium: 580mg
- Total Carbohydrates: 38g
- Fiber: 2g
- Sugars: 5g
- Protein: 18g
Frequently Asked Questions
How do I make it less rich?
Use half-and-half or low-fat milk instead of cream cheese and whole milk. Use lighter cheeses like mozzarella.
Can I make it ahead of time?
Yes! Assemble it in the baking dish, cover, and refrigerate up to 24 hours before baking. Add 10 minutes to bake time.
What cheese should I avoid?
Avoid cheeses that don’t melt well, like feta or queso fresco. They don’t blend into a creamy sauce.
Can I add protein to this dish?
Absolutely. Mix in cooked bacon, chicken, or even lobster before baking.
What if I don’t have panko?
Regular breadcrumbs work too. You can also crush crackers or use crushed cornflakes for a crunchy topping.
Conclusion
Rich Mac and Cheese is the ultimate comfort dish—cheesy, creamy, and crispy in all the right places. Whether you’re making it as a hearty main or a decadent side, it delivers indulgence every time. With easy substitutions and make-ahead options, it fits into almost any meal plan. One bite and it’s sure to become a household favorite.
Rich Mac and Cheese
- Total Time: 45 minutes
- Yield: 6 servings 1x
- Diet: Vegetarian
Description
Craving the ultimate comfort food? This rich mac and cheese is your answer. It’s made with a creamy blend of sharp cheddar, Gruyère, and cream cheese, layered with tender elbow macaroni, and finished with a golden, buttery panko topping. Perfect for easy dinner nights, potlucks, or whenever you need delicious food ideas, this recipe delivers cheesy satisfaction in every bite. Whether you’re after a quick dinner or indulgent side dish, this easy recipe is sure to become a staple in your kitchen.
Ingredients
2 cups elbow macaroni
2 cups sharp cheddar cheese, shredded
1 cup Gruyère cheese, shredded
4 oz cream cheese
4 tablespoons butter
3 tablespoons all-purpose flour
3 cups whole milk
1 teaspoon Dijon mustard
1/2 teaspoon garlic powder
Salt and pepper, to taste
1 cup panko breadcrumbs
2 tablespoons butter (for topping)
1 tablespoon fresh parsley, chopped (optional)
Instructions
1. Bring a large pot of salted water to a boil. Cook the elbow macaroni until al dente, then drain and set aside.
2. In a saucepan, melt 4 tablespoons of butter over medium heat. Whisk in the flour and cook for 2 minutes to form a roux.
3. Gradually whisk in the milk, stirring constantly until the mixture thickens.
4. Stir in Dijon mustard, garlic powder, salt, and pepper.
5. Add cream cheese and stir until melted. Then add the cheddar and Gruyère cheeses until the sauce is smooth and creamy.
6. Fold in the cooked macaroni until evenly coated.
7. In a bowl, mix the remaining 2 tablespoons of melted butter with panko breadcrumbs.
8. Pour mac and cheese into a greased baking dish and top with the breadcrumb mixture.
9. Bake at 375°F (190°C) for 20–25 minutes until the top is golden brown.
10. Let rest for 5 minutes before serving. Garnish with parsley if desired.
Notes
Grate your own cheese for the best melting texture and flavor.
Slightly undercook the pasta to avoid mushiness after baking.
Warm the milk before adding to the roux to prevent lumps.
- Prep Time: 20 minutes
- Cook Time: 25 minutes
- Category: Dinner, Side Dish
- Method: Baked
- Cuisine: American
Nutrition
- Serving Size: 1 cup
- Calories: 510
- Sugar: 5g
- Sodium: 580mg
- Fat: 32g
- Saturated Fat: 19g
- Unsaturated Fat: 10g
- Trans Fat: 0g
- Carbohydrates: 38g
- Fiber: 2g
- Protein: 18g
- Cholesterol: 95mg
Keywords: rich mac and cheese, easy dinner, comfort food, cheesy pasta, baked mac