Creamy Baked Mac and Cheese with Herbed Breadcrumbs

Updated: Nov 3rd, 2025 · By Bethany Kramer
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Learn how to make my favorite creamy baked mac and cheese with crispy herbed breadcrumbs – layered with flavors from sharp cheddar, Parmigiano Reggiano, and creamy Gruyere cheese. It’s a crowd-pleasing recipe that everyone loves!

A close up of creamy baked mac and cheese in a white baking dish with breadcrumbs on top.

Growing up, I was never a fan of stove-top mac and cheese – however, if my mom made a baked macaroni and cheese, I was all about it. I personally love it when cheese and pasta are baked together because I find you get more flavor and a decadent texture to the cheese sauce.

And I must say, this baked mac and cheese recipe has everything you could ask for – a sharp cheese flavor, creaminess, and lots of cheesiness, along with a bite of texture from crispy breadcrumbs that I made sure are not bland but have plenty of flavor.

It makes for the perfect side dish for the holidays, game days, or a weeknight meal. I truly hope you enjoy this as much as my family and I do! 🙂

Ingredients

Ingredients for baked mac and cheese arranged on a wooden board.

Pasta. Instead of regular macaroni-shaped pasta, I prefer to use a shellbow pasta (a mix between shell and elbow macaroni) for its fun shape and its ability to catch all the sauce and cheese much more than traditional elbow macaroni.

Cheese. The most important ingredients in this recipe are a combination of sharp cheddar for its flavor and cheesiness, gruyere for its creaminess, and Parmigiano Reggiano for added flavor.

Butter, flour, and milk. The butter and flour create a roux, which helps thicken the cheese sauce. Then, whole milk is added to make the base of the mac and cheese sauce. The sauce is also seasoned with salt, pepper, and a little nutmeg.

Breadcrumbs. For a textured, crunchy topping, I use homemade breadcrumbs seasoned with fresh basil and parsley, garlic powder, melted butter, and Parmigiano Reggiano for richness and a hint of cheesiness.

Pasta water. This recipe also utilizes the water the pasta is cooked in. I add it as needed (around 1/2 to 1 cup) to create a creamier cheese sauce, as the water has a lot of starches the pasta releases. You can also use pasta water to loosen the cheese sauce if, for some reason, it thickens too much.

How to Make it

A collage of two images showing how to make baked mac and cheese. The first photo is step one showing how to prepare the breadcrumbs for the top. The second image, is step two showing the shredded cheeses after they were mixed in a clear glass bowl.
  1. 1

    Make the breadcrumb topping. In a small bowl mix all of the breadcrumb ingredients together and set aside for later.

  2. 2

    Shred the cheese. After freshly grating all the cheese, hand toss the grated cheddar and gruyere together in a large bowl. Keep the finely grated Parmigiano Reggiano separate.

A collage of two images showing how to make baked mac and cheese. The two photos are steps three and four showing how to make the mornay sauce for the mac and cheese.
  1. 3

    Make the roux. In a large sauce pan on medium heat, melt 1/4 cup of butter than add the flour and whisk for 2-3 minutes to cook off the flour taste.

  2. 4

    Slowly add the milk. Then slowly add the milk, whisking constantly to remove any clumps. Let the milk and the roux simmer for 3-4 minutes or until it’s thickened nicely. Then season with salt, black pepper, and nutmeg. Spoon test: dip a small spoon into the sauce, if the sauce coats the back of the spoon nicely the sauce is ready.

A collage of two images showing how to make baked mac and cheese. The two images are steps five and six, showing how  to make the cheese sauce then adding the macaroni to the cheese sauce.
  1. 5

    Add the cheese. Then add the Parmigiano Reggiano cheese and half of the shredded cheddar and gruyere. Whisk it in until melted.

  2. 6

    Add the pasta. Add the cooked pasta to the sauce, and add any pasta water that’s needed to loosen up the mac and cheese sauce.

A collage of two images showing how to make baked mac and cheese. The two images are steps seven and eight, showing the mac and cheese being prepped in a baking dish for the oven. The other image shows breadcrumbs being sprinkled over the mac and cheese before being baked.
  1. 7

    Layer the pasta and cheese for baking. In a greased 9×13 baking dish, add half of the macaroni, then top with half of the remaining cheese, then top with the rest of the macaroni and the remaining cheese.

  2. 8

    Bake. Finish off the top with the herbed breadcrumbs, then bake uncovered for 25 minutes at 350F.

Important Tips for Success

The more creamy, the better when baked. To prevent this mac and cheese from drying out during baking, it should be luscious and extra creamy when added to the oven. If the sauce is lacking creaminess, add more pasta water to revive it.

Freshly grated cheese is a must. I highly recommend freshly grating the cheese yourself and skipping pre-shredded cheeses. It’s a little more time-consuming, but it pays off tremendously, as this yields a far better flavor and a cheesier consistency in the sauce.

Use your pasta water. Most people discard their pasta water without thinking that it could actually be a beneficial ingredient to use. The pasta water contains a significant amount of starches released from the pasta, and it’s also seasoned with salt, so it’s not just starchy water. I like to reserve a few ladles and add some of it to the cheese sauce to loosen it up even more and help give a lightness, rather than using a ton of milk. It works like a charm and can also revive the sauce if it somehow thickens or stiffens. So, my best advice is to always keep some on hand – it has more uses than just one!

Cook the pasta just until al dente. Always cook pasta for baked mac and cheese until it’s “al dente.” This is because the pasta will continue to bake in the oven, so we want to avoid a mushy baked mac and cheese by slightly undercooking the pasta.

A white glass baking dish with baked mac and cheese in it and bread crumbs on top. There is a silver serving spoon in the mac and cheese. The dish is on a wooden background with a small bowl of breadcrumbs and fresh basil placed around it.
Types of Pasta for Baked Macaroni

I love to use shellbow (a cross between shell and elbow), but you can also use classic elbow macaroni, cavatappi, shells, or any small pasta shape you like.

Creamy Baked Mac and Cheese with Herbed Breadcrumbs

Learn how to make my favorite creamy baked mac and cheese with crispy herbed breadcrumbs – layered with flavors from sharp cheddar, Parmigiano Reggiano, and creamy Gruyere cheese. It's a crowd-pleasing recipe that everyone loves!
Prep Time 15 minutes
Cook Time 50 minutes
Total Time 1 hour 5 minutes
Serves 8

Video Tutorial

YouTube video

Ingredients

Herbed Breadcrumbs

  • 1/2 cup breadcrumbs
  • 2 Tablespoons melted salted butter
  • 1/4 cup finely grated Parmigiano Reggiano
  • 1 Tablespoon chopped fresh parsley
  • 1 Tablespoon chopped fresh basil
  • 1/4 teaspoon garlic powder

Baked Mac and Cheese

  • 1 lb dry shellbow macaroni, (or a similar macaroni pasta)
  • 1 teaspoon kosher sea salt, Plus more salt for seasoning the pasta water
  • 1/4 cup salted butter
  • 1/4 cup all-purpose flour
  • 3 1/2 cups room-temperature whole milk
  • 1/4-1/2 cup pasta water
  • 1/4 teaspoon black pepper
  • 1/8 teaspoon ground nutmeg
  • 16 oz freshly grated sharp cheddar cheese,
  • 4 oz freshly grated gruyere cheese
  • 4 oz freshly grated Parmigiano Reggiano, finely grated

Instructions

  • Preheat the oven to 350℉. Grease a 9×13-inch baking dish with butter.
  • Make the herbed breadcrumbs: In a small mixing bowl, combine the breadcrumbs, melted butter, Parmigiano Reggiano, garlic powder, basil, and parsley. Set aside for later.
  • Combine the shredded cheddar and gruyere: Use your hands to toss the shredded cheddar and gruyere together. Keep the shredded Parmigiano Reggiano in a separate bowl.
  • Cook the pasta: Bring a large pot of well-salted water to a boil. Add the pasta and cook according to package instructions until it’s al dente. Reserve 1 cup of pasta water, then drain the rest.
  • Make the roux for the cheese sauce: While the pasta cooks, melt 1/4 cup of butter in a large saucepan set over medium heat. Add 1/4 of flour and cook, whisking constantly, for 2 to 3 minutes.
  • Slowly add the milk, then the cheese: Pour the milk slowly in with the flour and butter, whisking often, and cook for about 3-4 minutes until the mixture begins to thicken slightly. Spoon test: dip a small spoon into the sauce, if the sauce coats the back of the spoon nicely, the sauce is ready.
    Add 1 teaspoon salt, 1/4 teaspoon black pepper, and 1/8 teaspoon nutmeg to the sauce and whisk to combine. Stir in the finely grated Parmigiano Reggiano first. Once melted, add half of the grated cheddar and Gruyere, reserving the rest for layering.
  • Add the pasta: Transfer the cooked pasta to the cheese sauce and fold until incorporated. Add the reserved pasta water, about 1 tablespoon at a time, if needed, and stir until you reach your desired consistency.
    Tip: I personally like the pasta and cheese to be on the soupier side, so that it's nice and creamy after baking.
  • Transfer to the baking dish: Carefully transfer half of the mac and cheese to the prepared baking dish. Top with half of the remaining cheese, then pour the remaining mac and cheese on top and sprinkle the remaining cheese over it, along with the herbed breadcrumbs.
  • Bake: Then bake for 25 minutes, uncovered, until golden brown and bubbling. Let the mac and cheese cool for several minutes before serving. Enjoy!

Notes

The more creamy, the better when baked. To prevent this mac and cheese from drying out during baking, it should be luscious and extra creamy when added to the oven. If the sauce is lacking creaminess, add more pasta water to revive it.
Leftovers: Keep leftovers refrigerated for up to 4-5 days. 
Make it ahead of time: prepare the dish as instructed, but don’t bake it. Cover and refrigerate it up to 2 days before baking and serving.
Course Side Dish
Cuisine American
Keyword creamy baked mac and cheese
Freezer Friendly Yes

Nutrition

Serving: 0.5cup | Calories: 754kcal | Carbohydrates: 59.7g | Protein: 34.4g | Fat: 41.7g | Saturated Fat: 23.8g | Polyunsaturated Fat: 2.3g | Monounsaturated Fat: 11.2g | Trans Fat: 1g | Cholesterol: 120.3mg | Fiber: 2.3g | Sugar: 7.7g

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