Creamy Baked Mac and Cheese recipe covered with crispy panko bread crumbs is a Southern favorite and really similar to what my Granny used to make. The creamy cheese sauce has both Sharp cheddar and medium for plenty of cheesy flavor.
Ultimate Baked Macaroni and Cheese is a favorite for any night of the week, holiday gathering and a favorite side dish for Thanksgiving.
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This is the Ultimate Baked Macaroni and Cheese. It's so very creamy, cheesy and the panko crumb topping add the perfect crunch!
We all know Baked Macaroni and Cheese is so delicious because of the crunchy bits, browned cheese, and creamy cheesy filling. This recipe hits all the marks.
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 Baked Macaroni and Cheese with panko 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 Baked Macaroni and Cheese!
Here's how to make Baked Macaroni and Cheese:

Grease a 8" x 11" casserole dish with some butter.
Preheat oven to 350 degrees to bake Macaroni and Cheese.
Cook Macaroni Noodles in boiling salted water according to time on box until al dente.

Add 3 tablespoons Butter and 1/2 cup Finely Minced Onion in a large sauté pan over medium heat. Cook until starting to caramelize, stirring as needed for even coloring. Stir in 1 clove Minced Garlic.
Add 4 tablespoons All-Purpose Flour and stir to incorporate flour. Watch to make sure flour doesn't burn.
Slowly whisk in 4 cups Milk a little at a time. Make sure to cook the flour between each addition of 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 to a smooth creamy cheese sauce.

Bring to a simmer add:
- 1 teaspoon Dijion Mustard
- 1 teaspoon Smoked Paprika
- 1 teaspoon Ground Black Pepper
Bring to simmer and cook until thickened about 3 minutes.

Add:
- 8 ounces Grated Sharp Cheddar (Reserving 1/2 cup for top.)
- 4 ounces Grated Medium Cheddar (Reserving 1/2 cup for Top.)
Reserve 1 cup of the mixed cheese and add all the rest to the sauce. Turn heat to low and stir in until melted.

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.
Pour into the casserole dish.

Cover Macaroni and Cheese evenly with the remaining cup of Grated 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!

To make Panko Topping mix together:
- 2 tablespoon Melted Butter
- 1 cup Panko Bread Crumbs
Spread evenly over the top of the Mac and Cheese. Place in oven and bake for 25-30 minutes until golden brown and bubbly.

This is the ultimate recipe for Baked Mac and Cheese with a crispy panko topping covering the most creamy cheesy macaroni and cheese filling.
It's a family favorite for any night of the week, but also a great side dish recipe for Thanksgiving and Christmas that everyone will love.
Other Side Dish Recipes we love are:
- Creamy Macaroni and Cheese with Broccoli
- Cheesy Broccoli Casserole
- Scalloped Potatoes
- Oven Roasted Broccoli
Yield: 12

Baked Macaroni and Cheese
Creamy Baked Mac and Cheese recipe with an insanely creamy sharp and medium cheddar cheese sauce covered with panko bread crumbs.
Prep time: 20 MinCook time: 40 MinTotal time: 1 Hour
Ingredients
Baked Mac and Cheese
Panko Bread Crumb Topping
Instructions
Baked Mac and Cheese
Cheese Sauce
Panko Bread Topping
Nutrition Facts
Calories
320Fat
18 gSat. Fat
10 gCarbs
27 gFiber
1 gNet carbs
26 gSugar
5 gProtein
13 gSodium
297 mgCholesterol
51 mg©2011 Serena Bakes Simply From Scratch
10 comments
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!
That looks delicious! I think I need to make mac and cheese this week! :)
Can you make this ahead of time and just pop it in the fridge before baking?
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.
Do you shred both blocks of cheese, mix it and then save 1 cup to cover?
Im going to make this for dinner :)
Hi, That is correct! Please let me know if you have anymore questions. Thanks, Serena
It came out great!!! 😁
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.
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!
I am a big fan of smoked paprika. This mac and cheese sounds really good!
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