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The Ultimate Creamiest Homemade Mac and Cheese

A fork digging into a delicious, creamy bowl of homemade Macaroni and Cheese.

A classic recipe for a rich and creamy baked macaroni and cheese. The dish starts with a homemade béchamel sauce, which is a roux-thickened milk sauce seasoned with thyme, cayenne pepper, and nutmeg. A generous amount of sharp Cheddar cheese is melted into the sauce, which is then tossed with cooked elbow macaroni. The mixture is transferred to a casserole dish, topped with a crunchy layer of buttery panko breadcrumbs and more cheese, and then baked until golden brown and bubbly.

Ingredients

Scale
  • 1 (16 ounce) package elbow macaroni
  • ¼ cup butter
  • ¼ cup all-purpose flour
  • ¼ teaspoon dried thyme
  • ¼ teaspoon cayenne pepper
  • ⅛ teaspoon white pepper
  • 3 cups milk
  • 1 teaspoon salt
  • ¼ teaspoon Worcestershire sauce
  • 1 pinch ground nutmeg
  • 3 cups shredded sharp Cheddar cheese, divided
  • 1 teaspoon Dijon mustard
  • ½ cup panko bread crumbs
  • 1 tablespoon butter, melted

Instructions

  1. Preheat the oven to 400°F (200°C).
  2. Bring a large pot of lightly salted water to a boil. Cook the elbow macaroni for about 8 minutes, until tender yet firm (al dente). Drain and set aside.
  3. Make the Cheese Sauce: In a large saucepan over medium heat, melt 1/4 cup of butter. When it starts to foam, stir in the flour. Cook, stirring constantly, for 3 to 4 minutes until the roux begins to turn a pale yellow.
  4. Add the thyme, cayenne pepper, and white pepper; cook and stir for another minute.
  5. Gradually whisk in 1 cup of the milk until the mixture is smooth. Pour in the remaining 2 cups of milk and whisk again. Bring the sauce just to a simmer.
  6. Stir in the salt, Worcestershire sauce, and nutmeg. Let the sauce simmer on medium-low heat, whisking often, for about 8 minutes until it has thickened.
  7. Turn off the heat. Add 2 1/4 cups of the shredded Cheddar cheese and stir until it is melted and the sauce is smooth. Mix in the Dijon mustard.
  8. Assemble and Bake: Transfer the cooked macaroni into an 8×8-inch casserole dish. Pour the cheese sauce over it and stir to combine thoroughly.
  9. In a small bowl, mix together the panko bread crumbs and 1 tablespoon of melted butter.
  10. Sprinkle the buttered panko mixture over the macaroni and cheese, followed by the remaining 3/4 cup of Cheddar cheese.
  11. Bake in the preheated oven for about 20 minutes, until the top is golden brown and the sauce is bubbly.
  12. Let it rest for a few minutes before serving.

Notes

  • Cooking the roux for a few minutes before adding the liquid helps to cook out the raw flour taste.
  • It is important to turn off the heat before adding the cheese to prevent the sauce from becoming grainy or separating.
  • Panko breadcrumbs provide a lighter, crispier topping than traditional breadcrumbs.

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