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Creamy baked three-cheese macaroni and cheese with a golden buttery topping and gooey cheese pull.

Ultimate Creamy Three-Cheese Baked Mac & Cheese

This is the kind of mac and cheese people remember. Rich, creamy, cheesy, and loaded with flavor, it combines three cheeses, a homemade cream sauce, and a buttery baked topping for the ultimate comfort food side dish.
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Prep Time 15 minutes
Cook Time 30 minutes
Total Time 45 minutes
Servings: 8
Course: Side Dish
Cuisine: American
Ingredients Equipment Method Notes

Ingredients
  

Pasta
  • 1 lb elbow macaroni
Cheese Sauce
  • 6 tbsp butter
  • 6 tbsp all-purpose flour
  • 4 cups whole milk
  • 1 cup heavy cream
  • 2 tsp garlic powder
  • 1 tsp onion powder
  • 1 tsp smoked paprika
  • 1 tsp kosher salt
  • 1/2 tsp black pepper
Cheese
  • 4 cups sharp cheddar cheese freshly shredded
  • 2 cups mozzarella cheese freshly shredded
  • 1 cup parmesan cheese freshly grated
Topping
  • 2 tbsp butter melted
  • 1 cup panko breadcrumbs
  • 1/2 cup cheddar cheese
  • 1 cup chopped bacon optional

Equipment

  • Large pot
  • Colander
  • Large skillet or saucepan
  • Whisk
  • 9x13 Baking dish
  • Mixing spoon

Method
 

Prep
  1. Shred all cheese before starting.
  2. Bring a large pot of salted water to a boil.
  3. Preheat oven to 375°F.
  4. Grease a 9x13 baking dish.
Instructions
    Step 1: Cook the Pasta
    1. Bring heavily salted water to a boil.
    2. Cook macaroni 1 minute less than package directions.
    3. Drain immediately.
    4. Do not rinse.
    5. Toss lightly with a small pat of butter to prevent sticking.
    Step 2: Build the Roux
    1. Melt 6 tablespoons butter in a large saucepan over medium heat.
    2. Add flour.
    3. Whisk continuously for 2-3 minutes.
    4. The mixture should smell slightly nutty but not brown.
    Step 3: Build the Cream Sauce
    1. Slowly pour in milk while whisking constantly.
    2. Add heavy cream.
    3. Continue whisking until smooth.
    4. Add garlic powder, onion powder, paprika, salt, and pepper.
    5. Simmer for 5-7 minutes.
    6. The sauce should noticeably thicken and coat the back of a spoon.
    Step 4: Add the Cheese
    1. Lower heat to low.
    2. Add cheddar one handful at a time.
    3. Stir until melted.
    4. Add mozzarella.
    5. Stir until smooth.
    6. Add parmesan.
    7. Continue stirring until velvety.
    8. Do not rush this step. Low heat keeps the sauce silky.
    Step 5: Combine
    1. Add cooked macaroni to cheese sauce.
    2. Fold gently until every noodle is coated.
    3. Add an additional 1 cup cheddar and 1/2 cup mozzarella.
    4. Stir only a few times.
    5. This creates extra cheesy pockets throughout the casserole.
    Step 6: Assemble
    1. Transfer mixture into prepared baking dish.
    2. Sprinkle remaining cheese evenly over the top.
    Step 7: Make the Topping
    1. Mix panko breadcrumbs with melted butter.
    2. Sprinkle evenly over the casserole.
    Step 8: Bake
    1. Bake uncovered for 20-25 minutes.
    2. Broil 1-2 minutes at the end for a golden top.
    3. Watch carefully during broiling.
    Step 9: Rest
    1. Let rest for 10 minutes before serving.

    Notes

    • Freshly shredded cheese melts better than bagged cheese.
    • Whole milk is strongly recommended.
    • Add diced jalapeños for heat.
    • Add bacon for an even richer version.