Ultimate Macaroni and Cheese

Saturday, July 9, 2011
Ultimate Baked Macaroni and Cheese from serenabakessimplyfromscratch.com

This is the Ultimate Baked Macaroni and Cheese.  It's so very creamy and the panko crumb topping add the perfect crunch! 

As I am writing this my oldest saw the picture and said, "Oh macaroni and cheese that taste so good!" I'm pretty sure she was hoping I would make Ultimate Baked Macaroni and Cheese again tonight but I am lacking ingredients. 

I made this the night of our neighborhood block party, and it receive rave reviews. Now my daughter read she missed the neighborhood block party because she was on a trip and became all bummed, then went on to say "well at least can you make this tomorrow for me?" I think you have the idea of how she feels about Ultimate Macaroni and Cheese! 

Here's the recipe:

Cast of characters: 2 1/2 cups dry macaroni cooked in salted water and drained, 3 tablespoons butter, 4 tablespoons flour, 2 teaspoons dijon mustard, 4 cups milk, 1/2 cups sweet onion chopped, 1 large clove garlic minced, 1 teaspoon smoked paprika (optional), 8 ounces sharp cheddar cheese grated, 4 ounces medium cheddar cheese grated, topping we have 2 tablespoons butter and 1 cup panko bread crumbs.
Grease a 8" x 11" casserole dish with some butter. Preheat oven to 350 degree's and cook macaroni noodles in boiling salted water until al dente.
Place 3 tablespoons butter and onion in a large saute pan over medium heat.
Cook until nice and golden brown, stirring as needed for even coloring. Press garlic into onion's or chop  the garlic fine, if  no garlic press available.
Add 4 tablespoons flour and stir to incorporate flour. Watch to make sure flour doesn't burn.
When flour looks like this slowly start to add milk. Now is a good time to switch to a whisk. Also make sure to cook the flour every time you add a little milk as this will work out the lumps. If you did add all the milk at once you will have a lumpy gross mess. So slow is the key!
Add a little more milk and cook and stir until all the milk is absorbed again.
It will look like this. Continue slowly adding milk, until all milk is gone.
Bring to a simmer, add mustard and stir.
Bring to simmer and cook until thickened about 3 minutes. Add pepper and smoked paprika. I did forget the paprika this time even though I had measured it and set it aside, it was a busy day and it was still delicious.
Reserve 1 cup of the mixed cheese and add all the rest to the sauce. Turn heat to low and stir in until melted.
Mm mm.. Cheesy goodness.. What more can I say.
Add all the cooked macaroni and stir well, to cover and fill and the nice holes in the macaroni. Maybe I should have made this for dinner...Yum.
Poor into the casserole dish.
Cover with the remaining cup of cheese. At this point you could throw it in the oven and have a delicious macaroni and cheese but if you add the topping we are going to make next it will be off the hook!
Topping: Mix 2 tablespoon butter and 1 cup panko bread crumbs well.
Spread evenly over the top of the mac and cheese. Place in oven and bake for 35-40 minutes until golden brown and bubbly.

yield: 12 Servingsprint recipe

Ultimate Baked Macaroni and Cheese

The Ultimate Baked Macaroni and Cheese recipe from Serena Bakes Simply From Scratch with step by step instructions.
prep time: 20 MINScook time: 40 MINStotal time: 60 mins


  • 2 1/2 cups Dry Macaroni
  • 3 tablespoons Butter
  • 1/2 cup Onion, Finely Minced
  • 1 clove Garlic, pressed or minced
  • 4 tablespoons Flour
  • 1 teaspoons Dijion Mustard
  • 4 cups Milk
  • 8 ounces Sharp Cheddar, Grated
  • 4 ounces Medium Cheddar, Grated
  • 1 teaspoon Smoked Paprika, Optional
  • 1 teaspoon Pepper or To Taste
Panko Bread Topping
  • 2 tablespoons Butter, Melted
  • 1 cup Panko Bread Crumbs


  1. Preheat oven to 350 degrees. Grease a 8" x 11" casserole dish with butter.
  2. Cook macaroni in salted boiling water, until al dente
  3. Place butter in a large saute pan over medium heat. Add onion and saute until golden brown and caramelized. Add garlic, and cook until softened.
  4. Add flour and stir, cooking the flour for about 30 seconds making sure not to burn. Slowly add milk about a 1/4 cup at a time.
  5. Stir well, and cook until flour mixture has absorbed all the milk, about 30 seconds between additions. Bring to a simmer, add mustard, pepper, and smoked paprika. Cook until thickened, about 3 minutes over low heat.
  6. Add cheese, reserving 1 cup of cheese for the top of the casserole. Stir in cooked macaroni noodles until well combined.
  7. Place in greased casserole dish and cover with remaining cheese.
Panko Bread Topping
  1. Melt the 2 tablespoons butter, and mix well with the panko bread crumbs, until evenly coated. Spread evenly over the top of the macaroni and cheese.
  2. Bake for 35- 40 minutes until bubbly and golden brown.
Created using The Recipes Generator
Ultimate Baked Macaroni and Cheese from serenabakessimplyfromscratch.com


  1. I love the panko bread crumbs for mac and cheese. I had no idea what a difference it would make until I tried it myself!

  2. That looks delicious! I think I need to make mac and cheese this week! :)

  3. Can you make this ahead of time and just pop it in the fridge before baking?

    1. Hi Jen. It should hold up fine in the fridge I would just wait to make the panko topping up right before you pop it in the oven to keep the crumbs from going soggy.

  4. Do you shred both blocks of cheese, mix it and then save 1 cup to cover?
    Im going to make this for dinner :)

    1. Hi, That is correct! Please let me know if you have anymore questions. Thanks, Serena

  5. Would other cheeses work besides the medium cheddar? I do have the sharp cheddar and also mozzarella, pepper jack, and colby jack. Which do you think would be best? I making this for a teacher lunch at my kids' school.

    1. Hi Sara! Sharp Cheddar and Pepper Jack or Colby would be delish! I would probably avoid Mozzarella since it's a bit more bland! You could easily just do all sharp cheddar too! What lucky teachers your kids have to have parents supplying lunch!

  6. I am a big fan of smoked paprika. This mac and cheese sounds really good!


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