Ultimate Mac ‘n Cheese

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Ultimate Mac n' Cheese at The Hungry Mouse

I’m going to tell you right now: Don’t blame me if you gain a few pounds. This is one of my ultimate comfort foods. Whenever I make it, it always turns into an excruciating battle with my (underdeveloped) sense of self control.

I almost always wind up losing.

Go on and make a pan. I defy you not to stuff yourself. You’ll see.

Ultimate Mac n' Cheese at The Hungry Mouse

The filling is rich, creamy, and satisfyingly salty. The topping is crisp with just the right amount of crunch for contrast. Seriously, this might just be the perfect feel-better food.

Ultimate Mac n' Cheese at The Hungry Mouse

The basic technique for Ultimate Mac ‘n Cheese

This recipe follows the basic tenets of a lot of mac ‘n cheese recipes.

Make a basic bechamel sauce (milk thickened with a combination of flour + butter), toss in loads of cheese and a handful of spices, mix with al dente pasta, top with cheese-y panko breadcrumb topping, and bake until it’s blissfully bubbly.

Here’s how to do that in detail.

Ultimate Mac n' Cheese at The Hungry Mouse

Wait, Mouse. Are you trying to kill me with all that cheese?

No. I promise, I’m not. I love you. You should know better.

That said, this recipe does call for about two-and-a-half pounds of cheese.

That’s a lot. I know. Trust me, it’s worth it. (In my defense, it makes a 9 x 13-inch pan, packed to the rim.)

And if I may offer this advice: Don’t skimp. Don’t use low-fat cheese. Don’t try to do tricky things with yogurt or skim milk. It’s mac ‘n cheese. It’s not diet food. It’s guilty pleasure food, so go on and just enjoy.

I used a mixture of taleggio and cheddar (for strong, cheese-y flavor), fontina (for mellow nuttiness), and mozzarella (to make all those gooey strings of cheese).

Ultimate Mac n' Cheese at The Hungry Mouse


Ultimate Mac n' Cheese at The Hungry Mouse


Change up the cheeses however you like. Just aim for 2 1/2 lbs. and be sure to choose cheeses that melt well. Fine Cooking magazine has a really good guide on that here.

Which kind of pasta should I use for mac ‘n cheese?

I used medium shells, but by all means, use whichever noodle you like best.

Ultimate Mac n' Cheese at The Hungry Mouse

Choose pasta that’s on the medium to small side (larger noodles tend to break and lose their shape). Pick a shape that has lots of nooks and crannies to trap all that glorious sauce. Elbows, rotini, and radiatore all work great.

Ultimate Mac n’ Cheese

Pasta (a.k.a. vehicle for cheese)
1 lb. medium shells
kosher salt

4 Tbls. butter
2 cups panko breadcrumbs (or cut the crusts off white bread and whiz it all up in the food processor)
1 1/2 cups shredded orange cheddar
1/2 cup Parmesan, grated

Ooey, Gooey Cheese-y Goodness
8 Tbls. butter + butter to grease the pan
8 Tbls. flour
5 cups whole milk
1 tsp. ground white pepper
1 tsp. ground garlic
8 oz. Taleggio, chopped into small pieces
8 oz. young Fontina, chopped into small pieces
2 cups shredded orange cheddar
1 cup shredded mozzarella

Makes 1 (9 x 13-inch) pan

Generously butter a 9 x 13-inch pan. Preheat your oven to 400 degrees.

Cook the pasta

Cook the pasta in a large pot of boiling, salted water. Aim for al dente. (The pasta will continue to cook in the oven.)

Ultimate Mac n' Cheese at The Hungry Mouse

Drain the pasta. Give it a rinse with cold water to keep it from glomming together. Set it aside to drain in the sink while you make the topping and the sauce.

Ultimate Mac n' Cheese at The Hungry Mouse

Make the breadcrumb topping

Melt 4 Tbls. of butter (that’s half a stick) and put it in a large bowl. (I usually just zap it in the microwave for about 30 seconds on high.)

Ultimate Mac n' Cheese at The Hungry Mouse

Toss in the panko.

Ultimate Mac n' Cheese at The Hungry Mouse

Give a stir to mix with the butter. It will be clumpy. Just break up the lumps with a wooden spoon.

Ultimate Mac n' Cheese at The Hungry Mouse

Add the Parmesan cheese and the shredded cheddar.

Ultimate Mac n' Cheese at The Hungry Mouse

Mix to combine. Set aside while you deal with the sauce.

Ultimate Mac n' Cheese at The Hungry Mouse

Make the cheese sauce

Melt the butter in a medium-sized, heavy-bottomed pan over medium heat. Toss in the flour.

Ultimate Mac n' Cheese at The Hungry Mouse

Whisk well to combine.

Ultimate Mac n' Cheese at The Hungry Mouse

Beat out all the lumps, until you have a smooth paste. (If you want to get technical about it, you’re making a white roux here.) Cook for about 3 minutes, whisking often. You don’t want it to get brown. You just want to cook the rawness out of the flour.

Ultimate Mac n' Cheese at The Hungry Mouse

Pour in the milk. Whisk well to combine and incorporate the roux with the milk.

Ultimate Mac n' Cheese at The Hungry Mouse

Raise the heat to medium-high. Bring the sauce to a boil, whisking constantly. When it starts to boil, knock the heat down to medium, and simmer the sauce for about 3 more minutes, or until it’s considerably thicker. Whisk constantly. If you don’t, it will stick and burn on the bottom of the pot.

Ultimate Mac n' Cheese at The Hungry Mouse

Yank the pot from the heat when it’s nice and thick. You want it to look about like this (thick, but not like grammar school paste):

Ultimate Mac n' Cheese at The Hungry Mouse

Grab your taleggio, fontina, and shredded cheddar. Resist the urge to gobble it all down.

Ultimate Mac n' Cheese at The Hungry Mouse

Toss it into the pot.

Ultimate Mac n' Cheese at The Hungry Mouse

Whisk to combine and get it melting.

Ultimate Mac n' Cheese at The Hungry Mouse

Whisk for a few minutes, on and off, to incorporate the cheese as it melts. Again, resist the urge to jump in the pot and swim around with your mouth open.

Ultimate Mac n' Cheese at The Hungry Mouse

Toss in the white pepper and garlic powder. Whisk to combine.

Ultimate Mac n' Cheese at The Hungry Mouse

Your sauce should be thick and velvety.

Ultimate Mac n' Cheese at The Hungry Mouse

Assemble and bake the mac ‘n cheese

Transfer the cooked pasta to a large mixing bowl. (By large, I mean the largest one you have. It has to fit the sauce + the pasta, with enough room to stir it all around.)

Ultimate Mac n' Cheese at The Hungry Mouse

Pour the sauce over the pasta.

Ultimate Mac n' Cheese at The Hungry Mouse

(Mmm mmm mmm…)

Ultimate Mac n' Cheese at The Hungry Mouse

Mix it all up.

Ultimate Mac n' Cheese at The Hungry Mouse

Toss in that last cup of mozzarella and mix well. This will give your mac ‘n cheese those wonderful strings of cheese.

Ultimate Mac n' Cheese at The Hungry Mouse

Pour the mixture into your buttered pan.

Ultimate Mac n' Cheese at The Hungry Mouse

Sprinkle thickly with the prepared topping.

Ultimate Mac n' Cheese at The Hungry Mouse

Ultimate Mac n' Cheese at The Hungry Mouse

Pop the pan into your pre-heated 400-degree oven. If your pan is really, really full, slide a piece of aluminum foil onto the rack below the pan. It’ll catch any drips and save you a ton of cleanup if your pan bubbles over a little.

Ultimate Mac n' Cheese at The Hungry Mouse

Bake for 20-25 minutes until the crust is brown and bubbly. Yank it out of the oven and let it cool a bit on the counter.

Ultimate Mac n' Cheese at The Hungry Mouse

It reheats really well, and will keep for about 3 days in the fridge.

Ultimate Mac n' Cheese at The Hungry Mouse

Oh, and as good as this is, if you want to make it even better, serve garnished with big, cooked hunks of lobster meat.

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Jessie Cross is a cookbook author and creator of The Hungry Mouse, a monster online food blog w/500+ recipes. When she's not shopping for cheese or baking pies, Jessie serves as an Associate Creative Director at PARTNERS+simons, a boutique ad agency in Boston. She lives in Salem, Massachusetts with her husband and two small, fluffy wolves.


  1. Okay, so I’m going to have to expand my vocabulary to keep up with my expanding waistline, but right now all I can say is OMG!!!!

    You’ve brought out the mouse in me with all this cheese! I cannot wait to make this. I think we may just have to add mac & cheese to our Thanksgiving menu. I hope you have a wonderfuly holiday!

  2. Looks wonderful! My ultimate comfort food. Since I’ve gained 10 lbs since I started blogging, I haven’t made mac & cheese for a long while. πŸ™ Hopefully soon! I’m gonna try your recipe when I break my abstinence. Thanks for sharing.

  3. That macaroni and cheese looks awesome, even my grand children will choose this over KD, although I have never made them mac and cheese with the panko topping. I will have to try it, thanks for the recipe.

  4. Thank GOD I can’t afford two and a half pounds of good cheese, because mac ‘n cheese is one of the foods that I have absolutely no self control about. I’ve always had this weird love/hate relationship with cheese in that I love melted cheese but am not so fond of unmelted cheese. This makes me a perfect mac ‘n cheese target. When I moved to Quincy my mom and I ate at The Fat Cat, which has mac ‘n cheese so good that we both almost cried with joy. And now I can never go back there to eat, because I have no cheesy self control.

  5. This is going to be one of the dishes I prep for my sister’s dinner party this weekend. I can’t wait to be the one responsible for fattening up her guests. πŸ™‚

  6. I made this and it looked exactly like the photo and was delicious. Made it in a le creuset flame dutch oven – gorgeous and yummy!!!

  7. Ok, there is no doubt that this Ultimate Mac N Chees is fantastic! I made it last nite and it tasted incredible. My only complaint is that it literally cost me $32 to make as I had to buy most of the ingredients. The Taleggio cheese was $7.79 for 8oz. The fontina cheese was $7 for 9oz., the cheddar cost me $5 (on sale), the mozzarella was $1.25 (on sale) a quart of whole milk was $1.19, the ground white pepper (had no idea such a thing even existed!) was $4.49, the panko was $1.50 (on sale). Then adding in the other ingredients (pasta, flour, butter, parmesan cheese and garlic powder) that I already had on hand… it tallies up to about $32. I can tweak the quantities of the Taleggio and Fontina to help cut back but it won’t make that much of a difference. Even if I cut those 2 cheeses in 1/2 it would only reduce the total price by about $7.40 which still tallies up to $25. So, as m,uch as I thoroughly enjoyed eating this, I can only afford to make it on special occasions. Or if I win the lottery.

  8. I made this last night and as much as I hate to leave a bad review, this was so not worth the cost or the calories. I (and my guests) felt like it was unfortunately quite bland. My left overs went in the trash, if I’m going to eat something that unhealthy, it ought to have flavor.

    • Oh gosh, really? :/ I’m surprised, what with the taleggio and the cheddar, but to each his own. I’ve made this several times (as have other readers), and have gotten rave reviews. I’m wondering if there was something off with your cheese. At any rate, sorry you didn’t like it.


  9. Hrm in response to the bad review I would say try, try again! The fun thing about cooking is that a recipe isn’t set in stone. Any recipe has the potential to turn out poopy if you don’t adapt it to your own personal tastes. With this dish I would recommend adding a bit more flavor into the crust/topping if you want more of a kick. You can add garlic in some form, any kind of pepper you like, or maybe even maybe go texmex with some taco seasoning mix? If that is not enough flavor why not mix in some of your favie veggies? I like little bits of broccoli in mine sometimes. =)

    Anyway, the jest is use this for an awesome foundation and put your own twist on it. It makes cooking so much more enjoyable.

  10. By far the best Mac-n-Cheese I have made!! This had such great texture and taste. I could not find the taleggio cheese, but I was determined to make this tonight. So I substituted Brie.. So absolutely wonderful. Yeah, it is lots of money for cheese, but so worth it.
    Thanks for sharing the recipe..

  11. Dear Jessie,

    i love to cook, but really have no one to cook for these days and that makes it – well – it’s a downer to say the least.
    but, with your visual recipes, i feel like i have company. (your instructions and comments make it so easy and give me the little push i need to feel like creating again πŸ™‚ My son and his friends are always coming and going and now i can give them snacks and things so easily and inexpensively. and they will love all of this stuff!! (and they’re all skinny – jeez – and my skinny son didn’t get it from me, that’s for sure :]

    thanks so much – you are a very creative person and i think you have the best cooking site ever!

    – alexa (new york city)

  12. This is a great recipe for mac and cheese! I don’t bake my mac and cheese just out of personal prefferance but other then that it’s very similar. I like to add sharp cheddar,mild cheddar,swiss,gouda and a little bleu,I season with white pepper,a little paprika and for meat I love the taste of keilbasa or I use chicken and add some chicken that I cooked in ranch seasoning yummy!!! A great place for mac is The Loft in Andover. They do an insane lobster mac that you can get as a surf and turf with prime rib or a nice tenderloin yummy!!!

  13. Since my cousin posted your website on my facebook, I’ve been deciding what to make first because it all looks super delicious, but my wife and I started out with this last night. We live in Michigan’s upper peninsula and couldn’t find teleggio so we substituted baby muenster instead.
    It was easy to make and when it was done, it looked exactly like your picture and tasted outstanding. It was super rich and decadent, and hands down the best macaroni and cheese I’ve ever eaten! Thanks!

  14. Just found this & made for tailgating tomorrow. Left a little out of the big pan & made a small pan for me and the kiddos tonight…….BEST. MAC. EVER! Thanks for a great recipe that will be made (too) frequently around here!

  15. True bliss! This is very similar to my mac and cheese but I use 4 cups milk and whatever cheeses I have on hand, but not a full 2 1/2 lbs., maybe 1 1/2 lb. and I add in nutritional yeast. I top with somemade sourdough breadcrumbs and bake. All of my children request this for birthday’s. 1 9×13 pan is barely enough for my family of 6. Dad never gets leftovers for work! :-/

  16. Okay, this is going on the definitely make list. However, how can it be ultimate is it does not have bacon in it? I did see one reply that said they added lobster which also sounds incredible. Will just have to try it both ways or all together.

  17. Well… my boyfriend loves Mac n Cheese, but never had self-made MnC, only those micowave-cups. I wanted to try one of those, but it was awful. Really really awful. So I ate his LAST MnC and didn’t like it. The stores also don’t sell it anymore – he was very very sad for at least 3 months.
    Then I found your blog and this wonderful MnC recipe. Made it yesterday for the first time – and WE both LOVE it. It’s just – delicious. Even if it was hard to get all that cheeses here in Germany. But we love it. It’s on the list! πŸ™‚

  18. I can’t eat dairy or gluten due to allergies, but I made this for my husband and some friends recently. He told me that it’s the best mac & cheese that I’ve ever made for him. I’ve got another batch in the oven now for the kids. Hoping they like it too.