Baked Macaroni and Cheese

Baked Macaroni and Cheese

I think I’m finally getting really, really close to getting this right. 

Baked Macaroni and Cheese
Serves 6
Write a review
  1. 8 ounces elbow macaroni
  2. 3 tablespoons unsalted butter
  3. 3 tablespoons all-purpose flour
  4. 1 tablespoon ground (powdered) mustard*
  5. 1 teaspoon smoked paprika**
  6. 1/2 cup onion, diced small
  7. 3 cups whole milk
  8. 1 large egg
  9. 9 ounces sharp cheddar cheese, grated
  10. 1 teaspoon kosher salt
  11. 1/2 teaspoon black pepper, freshly ground
  1. 3 ounces sharp cheddar cheese, grated
  2. 3 tablespoons butter, melted
  3. 1 cup panko breadcrumbs
  1. Heat the oven to 350 degrees F.
  2. Place dry pasta in a 4-quart pot and barely cover with cold water. Bring just to a boil over high heat, stirring occasionally, then test for doneness. You’re looking for al dente, that is the noodles should put up some resistance to the tooth but not so much that it gums up in your back teeth. Drain pasta in a colander but do not rinse.
  3. Meanwhile, melt the butter in a 3-quart saucier or saucepan over medium heat. Whisk in the flour and cook until the mixture is pale blond, stirring occasionally, about 3 minutes. Whisk in the mustard, paprika and onion and cook another minute. Whisk in the milk and cook over medium-high heat, whisking often for 7 to 8 minutes, or until slightly thickened. Remove from the heat.
  4. Lightly beat the egg in a small bowl then drizzle in about half a cup of the milk mixture, whisking constantly. Then, whisk the egg mixture into to the milk mixture. (This common maneuver called “tempering” prevents curdling of the egg by slowly increasing their temperature. Skip this and you’ll be making scrambled eggs.) Stir in the cheese, 1 teaspoon salt and the pepper. Fold in the macaroni then move to a 4-quart casserole or soufflé dish.
  5. Sprinkle with the remaining cheese, then toss the breadcrumbs with the melted butter and distribute evenly over the top. Bake for 30 minutes, cool for 5 minutes, then serve to a grateful world.
  1. *I like Coleman's which is made from a mixture of yellow and brown mustard seeds.
  2. **If you haven't had a good reason to buy smoked paprika, now you do. I get mine on-line from
  3. ***As an alternate topping: 2 oz. of old hard cheese (parm, manchego) processed with 1 cup panko breadcrumbs and 1 tablespoon butter. Sprinkle on top and bake 350 degrees for 30 minutes.
Alton Brown's Macaroni and Cheese Recipe


Add yours
  1. 2
    BG Smith

    I have to say I love Alton Brown and usually his recipes really deliver. Not so this time. I had misgivings when I saw smoked paprika as an ingredient but am adventurous and decided to make the recipe as written for a church camp out. Unfortunately the smoky flavor did not go over well. Secondly, I have made Mac n cheese in the past but never used egg as a binding agent, so second flaw was the dish was quite solid, not creamy gooey the way many want it to be. I will go back to my mom’s recipe on this one Alton, sorry.

  2. 4

    If your Mac n cheese curdled you may have used skim milk plus did not temper the egg( whisk it, whisk in hot liquid gradually before adding back into the sauce.
    Use half n half or cream instead of skim milk or soy milk- milk curdles at high heat, cream does not

  3. 8

    This is the most delicious mac and cheese recipe I’ve ever tasted! I frequently bake it for dinner parties and potlucks, and it comes out perfectly every time. When I prepare this dish for friends, everyone raves about it and wants the recipe. When cooking for gluten free guests, I substitute gluten free flour and noodles. It’s impossible to distinguish between the gluten free and regular flour recipes, because both are phenomenal. Thank you so much, Alton!

  4. 9

    I don’t know what I did wrong (if anything), but this was awful. A tablespoon of mustard powder seems hugely excessive, it made WAY too much sauce for the tiny bit of pasta, and the flavor was simply horrible. It made my whole kitchen smell disgusting. My kid liked it, but I certainly won’t be making it again. Sorry, Alton. I usually love your stuff and repeatedly use many of your recipes, but I haven’t liked any of your mac and cheese recipes. Yuckeroo.

  5. 13

    I use this as a base for a Mexican Mac & Cheese for our scout troop’s entry in a dutch oven contest. I added a grilled chicken breast (chopped), 1 cup pico de gallo and half of the cheese was pepper jack cheese. We used crushed Cool Ranch Doritos drizzled with butter instead of bread crumbs to keep the theme going and after baking we placed minced cilantro inside a fleur de lis cookie cutter for garnish. It is among the favorites in our troop and we took first place in the competition.

  6. 14
    Jonathan K

    So I’m looking for some advice on the roux. My family has made this twice now, and each time we get stuck on the roux. Using equal parts flour and butter, per the recipe, we instantly end up with just a ball of flour. The flour just sucks up all the butter, like there isn’t enough. I checked techniques and videos online after our first attempt, and the only real advice I’ve found is to lower the temperature and add the flour more slowly. However applying those changes to the second attempt had no impact. We once again had a just a ball of flour. Watching the episode over a few times, the only thing I notice is that 3 tablespoons of melted butter in Alton’s pot looks like 3 times the volume of what 3 tablespoons of butter looks like in mine. I end up with barely a layer of butter in my pot whereas Alton’s looks like a nice pool. What gives? Is there some secret to measuring butter? I just follow the markings on printed on a stick. The only thing I can think of at this point is to try a different brand of butter. Anyone else have this issue?

    • 15
      Brigette Anderson

      Jonathan – I’d say try using a smaller saucier or sauce pot so that your butter and flour are closer together. Also, try adding one Tbsp at a time while actively stirring and even “smooshing” the mixture. Your end point may not be smooth, but that isn’t the actual goal. What you want to do is make sure that the starch molecules are coated with fat so that when you introduce the liquids they won’t instantly clump together. Then when you DO introduce the liquids, you will stir even more and everything should come together smoothly (google bechamel or white gravy for added tips).

      I doubled the recipe and so went with a pretty large pot. I had no problem with the butter incorporating with a similar amount of flour in a fairly large dutch oven. However, as I mentioned, I added the flour 1 TBSP at a time and didn’t sweat a bit of minor “clumping” before I added the milk.

      As an aside to those who like to push the limits of a recipe, I also added sauteed mushrooms and a small can of mild green chiles. The “kicked-up” mac-n-cheese was a big hit for Thanksgiving!!

      • 16
        Jonathan K

        Hey thank you! I will try that next time and see how it goes. Flavor wise I don’t have any complaints, so something is working right. Lol. Thanks again!

      • 17
        Dean Dyer

        Something else is I think that “melt the butter and add flour” step should be melt the butter into the milk, then whisk in flour. Notice the next step assumes you have a hot “milk mixture.”

    • 18

      Stupid question – are you following the Teaspoon or the Tablespoon markings on the wrapper? 3Tbsp is just short of a quarter stick of butter (std USA pkg of 4 sticks to a lb).

      • 19
        Jonathan K

        Not a stupid question at all. Mine actually don’t have tsp markings, only Tbsp. It was about a quarter stick that went into the pot. Truth be told I’ve never even seen a stick of butter with tsp markings. What brand has that?

  7. 20
    Brigette Anderson

    This will be my contribution to our friend’s Thanksgiving banquet. I couldn’t find Panko, so I got creative and used French-fried onion rings for the crumb topping. I also doubled the batch so I could get creative with half (added baby bella mushrooms and mild green chiles). I’ll report back on how the add-ins worked as well as how the topping substitution worked out.

    • 21
      Brigette Anderson

      This was a BIG hit and was GREAT as a reheat after the fact. The sauce broke a bit for the reheat, but no complaints on taste.

  8. 22

    i doubled the recipe and subbed two shallots for the other 1/2 onion. the sauce is perfect! I’m pre-baking the mac in a covered dish sans topping so for Thanksgiving tomorrow, I can reheat with my other pre-cooked dishes and then broil the topping crisp right before serving. it might not be as perfect but it saves me time so I can hang out with guests instead of cooking all day!

  9. 26

    Making now for an early Easter dinner for my husband and I. I have made the recipe before and it will always be my go to. Sorry, Mr. Brown, but there have been other culinary influences on my cooking style….family mostly. Just like Jenny does, I add 1/2 tsp of Nutmeg and 1/4 tsp of cayenne to the roux. Today, I have some Longhorn Colby to go with the Cheddar (poor planning on my part). Thank you so much for sharing this recipe with us. See you in Hartford, CT in April.

    • 28

      Just use any appropriately-sized oven-safe dish. I had an oval Pyrex baking dish that worked out nicely. I think I would prefer an oval dish to a round one, so there is more surface area for the topping.

  10. 29

    I made this with slight changes:
    I used 1/2 tsp regular paprika and 1/2 tsp smoked. I was afraid that it would be too smokey with a full tsp of smoked paprika. I thought it had enough depth of flavor without being too smokey.
    I didn’t use onion, but did add 1/8-1/4 tsp onion powder. (We don’t like onions.)
    Otherwise, followed exactly and it was easy and good.

  11. 30

    trader joe’s carries very good smoked paprika. Can’t wait to make this …. but worrying about 3/4 pound cheese plus butter in one recipe. think I’ll cut it back a bit and use part low-fat.

  12. 31

    Love this recipe. I usually double the recipe or there are no leftovers. I have been using a blend of cheddar, pepper jack and havarti in mine. I am finding that you can mix and match cheeses to your own taste. Also the last batch I made i subbed shallots for the onions. A light sweat adn it adds just a little garlic taste.

  13. 32

    I just made this but added a sprinkling of garlic powder to the panko. Omg is this delicious!! Good directions, easy to follow and I had everything on hand. Thanks for sharing!

  14. 33

    Awesome, this will be my go too Mac and cheese recipe for the hubby. The only thing I would do different is cut back the onion to 1/4 of a medium onion.

  15. 35

    INCREDIBLE! One of the best dishes I have ever made! Here are my tweaks: no onion, as sadly, no one likes them but me I doubled the recipe but that did not mean doubling ALL the ingredients (I only used about 5 cups of milk and only 1.5 tsp of regular, not smoked, paprika.) I also used more butter 🙂

    Doubling the recipe puts the mixture into a 9×13 pan. We love lots of crunchy topping so I used 1 cup of panko and 1 cup of Pepperidge Farms bagged seasoned stuffing, also doubling the butter for this step.

  16. 36

    Trying this tonight – it is in the oven right now! One thing though… I forgot to buy whole milk and all I had was cream on hand. I used 2.25C of the cream and the rest water. No idea if that is appropriate or not. Hope that doesn’t screw it up somehow! It seemed VERY creamy – that can’t be a bad thing – I hope.

  17. 37

    This recipe is darn close to the one from America’s test kitchen for mac & cheese that I have been using for quite a few years. Smoked paprika, and the onion sound like a couple of upscale improvements that I’ll try out for my next batch. Keep up the quest for the prefect mac & cheese recipe.

  18. 38

    Today I did everything except bake, which I will do before the party I am bringing it to tomorrow. Also threw in some chopped bacon, and tossed some leftover bacon grease with the melted butter / panko because…why not? I haven’t seen a post regarding baking the next day, but even if the sauce breaks I think it should still be good. One tip before cooking this (or any recipe) is to read the whole recipe envisioning each step and prepare / measure out all the ingredients before you begin cooking. Keeps things calm in the kitchen. Thank you for the recipe A.B.!

  19. 43
    Matt Balogh

    I use the butter pack to measure 3tbl of butter them melt it. My Butter + Flour always becomes one big clump immediately and never a fluid that i can stir. What am I screwing up?

    • 44

      Matt – it sounds like you’re adding too much flour. Try leveling your spoonfuls of flour. It should be equal parts butter and flour. If that’s still not working for you, keep stirring as you add the flour and then stop adding flour if it gets to thick.

  20. 45

    I’ve yet to come across a mac n’ cheese that tastes the same reheated.
    It might be a pain to squeeze it in, but it’s definitely made same day for best flavor & sexy consistency.
    I’d much rather make the mashers the day before.

  21. 51
    Erin Miller

    If I want enough to fill a 9 x 13 dish do I need to double it? I’m kind of confused about the yield of the recipe, says it serves 6 but sounds like by the ingredients it calls for that it should serve more than 6.

  22. 52

    A friend made this delicious mac and cheese.
    Question: Would it be possible to make and refrigerate before final baking next day? I’m trying spend a little less time in kitchen and more time with family Thanksgiving day.

  23. 55

    Question: The recipe states to “sprinkle with the remaining cheese” before you top the mac w/ panko. I’m guessing it is a portion of the 3 cups of sharp cheddar called for, so I held a little back when making the Mornay. Although, I would love to know your intended amount of cheese for topping? By the way, the smoked paprika is absolutely genius (not that I am surprised coming from you), it tastes like you added bacon. Thanks!

  24. 59

    You are correct. You almost got it right. Here is how to fix it.

    1. Instead of mincing the onion, run them through the food pro until they are liquid … in this dish, we love the onion taste but not the textures.
    2. Right before adding the mac, add 5 slices (not 4 and not 6) of white American cheese. Let it melt and then add the mac. This adds a silky-ness that the casserole needs.
    3. Finally, add crispy cooked crumbled bacon to the panko bread crumb mix. Of course this is optional but hey, if you are indulging … then do it right.

    Hope this helps Mr. Brown.


    • 60

      Hi Nancy. You can add about 4-6 oz of cream cheese and produce more creaminess. I personally would avoid ‘American’ cheese; because, being a ‘processed cheese’ it has additives.

      • 61

        Not to mention, “American” cheese isn’t even really a cheese.
        It’s a mixture of at least 2 processed cheeses, such as cheddar.

  25. 62

    This has become my go to recipe for family get together a. We love it even more on the second day after the flavored really nestle into the pasta. I use cavatappi pasta, sharp white cheddar or a blend of cheeses and omit the paprika. Just have never been able to bring myself to do it. Thank you for this recipe- I cannot eat any other Mac n cheese now. I’ve been spoiled!

  26. 65
    Alex F.

    Any favorite brand of sharp cheddar? As a main flavor component in this dish its something I want to get right the first time I attempt this recipe.

  27. 66
    Jeff Danger Brown

    I’ve made this a dozen times, and loved it every one, but I’m coming up on a retreat I’d like to take it on this weekend and am wondering if anyone has come up with a way to make ahead of time without the sauce breaking.

    • 67

      I had to make it early in the morning for an afternoon event once…I did the baking in the oven but inside my crock pot’s ceramic “pot”…then set the crock pot to “keep warm” after it came out of the oven. Some people then add a little milk periodically to keep it from drying out.

  28. 68

    We have made this countless times–it is great!! Try it with campanelle pasta, it really holds onto the cheese sauce! The original recipe called for regular paprika. I am not usually a fan of smoked, but might give it a try.

  29. 71

    I made this the other night (your old recipe, I think) and actually used smoked paprika because that’s what I had. It’s also good with some leftover roasted chicken and bacon mixed in.

  30. 72

    Why do you want to skip the breadcrumbs? Baked mac n cheese is always better with breadcrumbs, so if you skip, you’ll be losing an essential quality. Panko is very different than your average American breadcrumbs, and totally worth it. If you want to skip for health reasons, then you’re making the wrong dish.

  31. 80
    Cory Pelletier

    This recipe can be found on page 309 of Good Eats, the Early Years. It calls for one cup of Japanese style bread crumbs, aka panko.

+ Leave a Comment