Creamy Macaroni and Cheese with Crunchy Topping


Creamy Macaroni and Cheese with Crunchy Topping is the ultimate comfort food — cheesey, creamy and crunchy!


There’s a special place in my heart, and on my hard drive, for macaroni and cheese.

See, I have extremely fond memories of the Classic Macaroni and Cheese recipe my Mom made near weekly for my brothers, Dad and me growing up. It was made with Velveeta, of course, and was as creamy and decadent as all get out.


After she’d pull the steaming casserole dish from the oven, my Dad would take the first, crusty scoop, leaving the rest of us to fight over the most-desirable creamy, center scoop. Ahh, I can see the mayhem in my mind now…


Her recipe is so near and dear to my heart, that it feels rather sacrilege to keep, gulp, an entire document of just macaroni and cheese recipes I want to try on my computer desktop. I know.


Sorry, but so little time – so many mac & cheese recipes! From Chicken Bacon Mac, Buffalo Mac & Cheese, Gnocchi Mac & Cheese, Three Four Five-Cheese Mac & Cheese, I want to try it all.


Tonight, on what may finally be the official start of winter around here (temps dropping! wind howling! flurries flying!) I decided to start crossing some of the cozy, comforting recipes off my list, starting at the top with Creamy Macaroni and Cheese with Crunchy Topping.


You. Guys!!

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This mac & cheese recipe is incredible. Thick, rich, velvety-smooth, and with just a hint of savory garlic. MMM!

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Start by crisping panko bread crumbs in a little butter and seasonings, then cook your favorite pasta shape in salted, boiling water. Drain the pasta, set it aside, and in the same pot toast fresh garlic and spicy red chili pepper flakes in a bit more butter. Then whisk in flour and let it cook for a minute.

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Next, slooooowly stream in chicken broth and milk, and let the mixture cook until it’s thick, and bubbly.

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Then get ready to do the dang thing.


Add in that CHEESE that you know you wanna!

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Melty, gooey, stringy, sharp cheddar and colby jack cheeses.


Stir in the cooked noodles, pour into a baking dish, top with the bread crumbs, and bake until golden brown and bubbly.

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Oh my word!


Creamy Macaroni and Cheese with Crunchy Topping

Serves 5-6


Creamy Macaroni and Cheese with Crunchy Topping is the ultimate comfort food — cheesey, creamy and crunchy!


  • For the crunchy topping:
    • 1 Tablespoon butter
    • 1/4 cup + 2 Tablespoons panko bread crumbs
    • 1/2 teaspoon dried parsley
    • Salt
  • For the macaroni and cheese:
    • 1/2lb cut pasta, any shape
    • 2 Tablespoons butter
    • 1 garlic clove, minced
    • dash red chili pepper flakes
    • 3 Tablespoons all purpose flour
    • 1 cup + 2 Tablespoons low-sodium chicken broth
    • 1 3/4 cups 2% milk
    • 1/2lb colby jack cheese, shredded
    • 4oz sharp 2% cheddar cheese, shredded


  1. For the crunchy topping: melt butter in a skillet over medium heat, then add in panko bread crumbs. Cook until golden brown, stirring occasionally, about 2 minutes. Stir in parsley flakes, salt and pepper. Set aside to cool.
  2. For the macaroni and cheese: Pre-heat the oven to 400 degrees. Bring a large pot of water to boil, season with salt and add in pasta. Cook until pasta begins to soften, about 5-6 minutes. Drain and set aside.
  3. Return the pot to the stove, add butter and melt over medium heat. Add in garlic and red chili pepper flakes and cook, stirring constantly for 1 minute. Add in flour and whisk for 1 additional minute.
  4. Slowly whisk chicken broth and milk into the flour mixture in batches, whisking until mixture is smooth between each batch. After all the liquid has been incorporated, stir constantly and cook until thick and bubbly, about 10 minutes. Remove from the heat.
  5. Add cheeses and stir until sauce is smooth. Stir in cooked pasta and pour the macaroni and cheese into a non-stick sprayed 8x8 baking dish. Cover with foil and bake for 35 minutes, then remove the foil and bake for 15-20 more minutes, or until breadcrumbs are crisp and sides are golden brown and bubbly.


Adapted from Annie’s Eats

This recipe is courtesy of Iowa Girl Eats,


Ben called the thick and velvety cheese sauce outstanding, while I called the crunchy, buttery topping hmpf murghmpf. That’s “omg, right?!” with a mouth full of over the top mac and cheese.


While Mom’s macaroni and cheese will always be #1 in my heart, some other recipes might be getting eaten with my mouth in the near future. I can’t wait.


What’s your Mom’s #1 recipe?

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  1. I love you and your recipes that belong in my kitchen :)

  2. Maria 01.11.2012

    I have to make this! Pinning it now:)

  3. Mmmm! I was just thinking about mac & cheese because I’m making that pasta sauce w/ butter and onion, and you mention the one-pot cheesy dish in that post!

    This one looks spectacular!

  4. Did you get some Fiestaware for Christmas? We’ve noticed it in your pictures lately and don’t remember ever seeing it before.

  5. Jennifer 01.11.2012

    I would have to say my favorite mom recipe is beef and noodles…or cashew chicken…or chili…I usually just eat whatever she makes because its made by mom so it must be good :-)

  6. AlexandraC 01.11.2012

    Excuse me while I drool on my keyboard…

    Looks amazing- need to make this now!

  7. I’ve been making your classic mac and cheese ever since you posted the recipe – it’s a go-to dinner for me and my boyfriend! But this looks SO. GOOD. in these pictures that I might also have to try it out!

  8. Oh, goodness. This looks amazing! I need to try making my own again…every time I do it turns out poorly! My friend has an amazing recipe and she makes it for me every time we have dinner! :)

  9. Yum! This Momma and the Babies will love that recipe. Pinning it for future use. Thanks!

    My mom make the. best. lasagna.

    It is nowhere near authentic Italian cuisine, but it is delicious nonetheless. It comes with a side of love and a prescription for 1 hour on the elliptical. :)

  10. delicious as usual! nothing like a good mac n cheeeeeese!

  11. My favorite recipe of my mom’s is homemade pizza! Mmmm!

  12. Um, YUM! I’m totally making macaroni cheese this weekend.

  13. Brenna @ Happ. B 01.11.2012

    My mom makes a killer Chicken Parmesan. I can’t wait to try this Mac and Cheese! I made your Chicken Enchilada Pasta last night and it was AMAZING. I trust your ability to combine cheese and pasta :)

  14. Nanette 01.11.2012

    WOW! Definitely trying that!

    My mom is actually at this very moment in our kitchen, making sinigang, one of my fav Filipino dishes. That’s her #1 recipe in my book. :)

  15. Holy mac n’ cheese!!

    My Mom makes the most amazing Spinach, Mushroom, and Bacon Manicotti. It is to DIE for!

  16. Jane 01.11.2012

    Ummm, my mom cannot cook to save her life! I love her to pieces, but this is one area that she needs to stay away from! My dad is the cook and taught me everything I know :) I looooveee the smoked meats he would make at Christmas! Turkey, ham, pork…etc. AWESOME!

  17. Em 01.11.2012

    Looks so delicious! I must try this recipe next time I have company! Or it could be good for a potluck!

  18. Sarah 01.11.2012

    Yum, love Mac and cheese. My mom made “shells and cheese” growing up, it was macaroni shells, seasoned ground beef, marinara and LOTS of cheese baked til bubbly and golden. So yummy!

  19. Lindsey 01.11.2012

    Her banana bread!

  20. Gabe 01.11.2012

    I recently tried that buffalo jalepino popper mac and cheese and while it was tasty, I didnt think it was as good as it was time consuming to make. Just so ya know ha maybe im crazy.

  21. If I had to choose one thing to eat for the rest of my life, I’m pretty sure Mac & Cheese would be it – and, I believe I’ll be giving this recipe a shot this weekend. Thanks!

  22. Chelsea 01.12.2012

    Why isn’t this in my tummy right now?

  23. I think I say this in all of my comments but seriously that looks amazing! Love your pictures and recipes! Thanks for posting day after day!

    My mom has several recipes that are near and dear to my heart. Not sure I can pick just one!

  24. This sounds delicious–my husband would love it! Thanks for sharing!

    My mom’s best recipe is her chicken parmesean–she makes it the night before, and the chicken seriously pumps up in the night to unfold a gloriously juicy chicken breast covered in italian bread crumbs and marinara sauce. And cheese!

  25. Screw all the “healthy and light” versions of Mac out there. The real stuff is so good, it’s worth it!!! Lately, I’ve been ordering Crab Cake Mac and Cheese at every restaurant I go to… and I’m pretty sure chunks of lump crab cake, creamy cheese, and bread crumbs have been in my dreams ever since!

  26. This looks so perfect right now since it’s rainy and chilly on the east coast.

  27. Ellen 01.12.2012

    Hey Kristen,
    So this isn’t one of my mom’s recipes BUT it is the best mac and cheese recipe that I have found and I am a total mac and cheese LOVER. I have tried a ton of different recipes but this one got it just right for me. It’s from Kurt Beecher Dammeier’s “Pure Flavor” cookbook. You can find it on Martha Stewart’s website. (I didn’t want to post a link in case you don’t like to have them in your comments)
    I cook from you site all the time and LOVE how delish everything comes out, I have even converted my coworkers to your recipes :)
    Thanks for this blog I just love it!

  28. I LOVE mac and cheese. Seriously, YUMMMMMMMMM. My fave dish that my mom makes is her chicken parm with homemade sauce!!!!

  29. Ris 01.12.2012

    My mom, ever the health nut, always snuck in some cauliflower, and now Mac and Cheese doesn’t taste the same to me without it. Delish!

  30. sara 01.12.2012

    I’m a big fan of this one…butternut squash mac and cheese! Super good.

  31. OMG. I LOOOOOOOVE mac n’ cheese. It’s my #1 go to order at restaurants if they have it on the menu. Definitely goign to work this version in to the rotation for next week!

  32. Meatloaf tends to get a bad rap but my mom’s is absolutely amazing. A baked potato is the perfect side for it!

  33. My mom makes the best ribs. Ever.
    This mac’n’cheese looks outstanding. I just picked up the latest issue of Fine Cooking yesterday and there’s a spread on mac’n’cheese and suggestions for over 100 varieties of it. You should definitely check it! Although it sounds like you already have enough recipes waiting in the wings to be tried!

  34. Allison 01.12.2012

    I can’t remember the last time I’ve had homemade, let alone any, mac and cheese- how sad! My momma used to make the best baked mac and cheese that I loved for the crunchy toping alone… This reminds me so much of it!

  35. This looks fantastic. I love how there are so many possibilities and variations when it comes to mac n cheese.

  36. Cari 01.12.2012

    This looks beyond delicious. Unfortunately I have to omit the red pepper flakes so that I don’t kill my boyfriend :P

    Also I just made a variation on the green monster smoothie you posted last week. I threw in frozen blueberries, strawberries and peaches with the almond milk, frozen banana and yogurt, and omitted the spinach. It turned out realllllly thick, but I told the 3 yr old twins I nanny that it was Purple Ice Cream (it had that consistency) and they DEVOURED it, licked their bowls, and asked for more!

  37. Nicole 01.12.2012

    Here’s another one to add to your list.

    It is from a local vegetarian restaurant in Athens, GA called The Grit and it is by far THE BEST mac I’ve ever had. I too gather mac recipes to try and this one rocks! I have made it several times for pot lucks and it’s always a hit.

    I’ve lightened mine up a bit, switching out the whole milk for skim, the pasta to whole wheat and the butter for margarine. The only thing I’ve found you can’t switch out is the cheese. I tried 2% milk cheese and it just doesn’t melt the same. The other ingredients can be exchanged with out sacrificing taste however.

  38. VeggieGirl 01.12.2012

    I make a vegan mac and cheese with pumpkin and nutritional yeast, then sprinkle some cheddar on top- still has a very cheesy flavor minus some calories + pumpkin goodness!

    • Carrie 01.12.2012

      I make mine with butternut squash. I tried with pumpkin, but I didn’t care for it. Then again, I’m one of the few who doesn’t love all things pumpkin.

  39. Kristen 01.12.2012

    That looks like amazing mac & cheese. I love how creamy and cheesy it is. The crunch of the panko on top is like whipped cream on pumpkin pie….just perfect!

  40. that looks amazing. it’s making my stomach ache for some!

  41. Leslie 01.12.2012

    As the snow (finally) starts falling here in Chicago, I told my hubby this morning I would do our standard crockpot mac & cheese but this might take the cake today, thanks for sharing!!

  42. AbbieD 01.12.2012

    I put garlic in my mac & cheese too…yummy yum yum!

    My mother is the best cook on the entire planet (yes…I said it) but I would say my personal favorite is her Beef Stroganoff. Can’t. Get. Enough.

    Oh and hey guess what?! I’m the one that asked about Gino’s marinara the other day…I stopped at Dahl’s Beaver last night (which is a relatively small store with often times not a lot of variety) and they had it! I couldn’t believe it! YIPPEE! :)

  43. Dolce 01.12.2012

    My mom makes THE best ground turkey pasta sauce ever. It’s magical, I tell ya.

  44. I would have to say my mom makes the best chipped beef on toast. She makes it from scratch anytime we need some comfort food love!

  45. Michelle 01.12.2012

    I want to eat this everyday for the rest of my life – maybe even for breakfast that’s how amazing it looks. Great pictures!

  46. Julie 01.12.2012

    Fantabulous! Just made this tonight. The wind is howling (blasted Iowa wind chill!) and comfort food seemed like the right fix. Thanks for another great recipe! I was so eager to taste it that I burned my tongue – so worth it. :)

  47. Lori 01.12.2012

    I feel the exact same way you do about mac & cheese…must be an Iowa thing! Looks like a fab recipe, I’ll have to try it!

  48. Hope 01.13.2012

    This mac and cheese looks amazing! I’m always looking for a good mac and cheese recipe. Definitely going to try this one!

    I love my mom’s matzah ball soup or homemade meatballs. So yummy.

  49. elizabeths 01.13.2012

    Just made this for dinner and it was sooooo good! I have made one of your recipes almost everyday this week. So good and I really enjoy making them. The butternut squash salad was also tasty. My husband loved it.

  50. Patsey Manning 01.15.2012

    I’m going to try making this some day soon, substituting veggie broth for the chicken broth. It looks wonderful!

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