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Creamy baked macaroni and cheese with a golden panko breadcrumb crust in a white baking dish, a wooden spoon lifting a cheesy portion

Cousin Mike's Creamy Baked Mac & Cheese

Creamy baked mac and cheese that never turns grainy. The secret is three fixes: shred your own cheese off the block, build a proper roux-based sauce, and melt the cheese in off the heat. Topped with buttered panko and baked until golden and bubbly. The ultimate cookout side.
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Prep Time 20 minutes
Cook Time 25 minutes
Rest 10 minutes
Total Time 55 minutes
Servings: 8
Course: Side Dish
Cuisine: American
Ingredients Method Notes

Ingredients
  

For the pasta
  • 1 pound elbow macaroni or cavatappi or medium shells
  • 1 tablespoon salt for the pasta water
For the cheese sauce
  • 5 tablespoons butter
  • 1/3 cup all-purpose flour
  • 3 cups whole milk warmed
  • 1 cup heavy cream or substitute more whole milk
  • 1 teaspoon Dijon mustard
  • 1/2 teaspoon garlic powder
  • 1/2 teaspoon onion powder
  • 1/2 teaspoon kosher salt
  • 1/2 teaspoon black pepper
  • 1/4 teaspoon smoked paprika
  • 1/8 teaspoon cayenne pepper optional
  • 1 teaspoon Worcestershire sauce optional
  • 4 cups 16 oz sharp cheddar, shredded off the block
  • 2 cups 8 oz Gruyère or Monterey Jack, shredded off the block
For the topping
  • 1 cup panko breadcrumbs
  • 2 tablespoons butter melted
  • 1/2 cup sharp cheddar shredded (reserved from above)
  • Pinch of smoked paprika optional

Method
 

  1. Shred your own cheese. Grate the cheddar and the Gruyère (or Jack) off the block and set aside; hold back 1/2 cup of cheddar for the top. Skip the pre-shredded bags — the anti-caking starch coating them is the number-one reason mac turns grainy, and it won't melt into a smooth sauce.
  2. Undercook the pasta. Boil the macaroni in well-salted water to about 2 minutes shy of al dente — it should still be firm, because it finishes cooking in the oven. Drain it, but don't rinse it (that starch helps the sauce cling). Set aside.
  3. Make the roux. Melt the 5 tablespoons of butter in a large pot over medium heat. Whisk in the flour and cook, whisking constantly, for 1 to 2 minutes, until it looks pale gold and smells nutty. This cooks out the raw-flour taste and is what thickens your sauce.
  4. Build the béchamel. Slowly pour in the warm milk and cream, whisking constantly so it stays smooth, then let it come to a gentle simmer. Keep whisking until it thickens enough to coat the back of a spoon, about 5 minutes. Whisk in the Dijon, garlic powder, onion powder, salt, pepper, smoked paprika, cayenne, and Worcestershire.
  5. Melt the cheese off the heat. Take the pot off the burner. Now add the cheese a big handful at a time, stirring until each addition melts before adding the next. This is the step that matters most — cheese stirred into off-the-heat sauce stays glossy and smooth; cheese dumped into boiling sauce breaks and turns oily.
  6. Combine and top. Fold the drained pasta into the cheese sauce until every piece is coated, then pour it into a buttered 9x13-inch baking dish. Toss the panko with the melted butter and the reserved 1/2 cup cheddar, and scatter it evenly over the top. Dust with a little smoked paprika if you like.
  7. Bake. Bake at 375°F for 20 to 25 minutes, until the sauce is bubbling at the edges and the top is golden. For an extra-crispy lid, run it under the broiler for the last 1 to 2 minutes — but watch it like a hawk, panko goes from golden to burnt fast. Let it rest 10 minutes before serving so the sauce sets up instead of running.

Notes

Stovetop version: skip the topping and the oven entirely; once the cheese melts into the sauce and you fold in the pasta, it's ready to serve straight from the pot, extra creamy.
Make-ahead: assemble it fully (unbaked), cover, and refrigerate up to 2 days; add 10 to 15 minutes to the bake time when going in cold.
Cheese swaps: sharp cheddar is the flavor backbone, and the second cheese is there for melt — Gruyère (nutty), Monterey Jack (mild and stretchy), fontina, or gouda all work. Don't go all-cheddar or it can turn greasy; you want that blend.
Extra creamy: mac tightens as it sits, so if you're serving leftovers, stir in a splash of warm milk to loosen it back up.