Creamy Baked Mac and Cheese

Updated 12.25.2019.

I have to admit that when I saw this recipe in an old issue of Penzey’s magazine, I wasn’t over the moon about it. It just looked like a regular ho-hum Mac and Cheese recipe. But it was the only Mac and Cheese recipe in all my newspaper clippings that fit what I was looking for: short bake time and simple ingredients. I needed something that would work with my mom’s prime rib recipe that doesn’t allow you to touch the oven all afternoon.

And then when I was prepping to put the dish in the oven, I was even more doubtful. I had never seen a roux that DIDN’T start with a 1:1 ratio of fat and flour (this one is 2:1) and I could not get my sauce to thicken to what I considered substantial enough. But then when I added the cheese my doubts went away. The cheese thickened the sauce so much that I decided to add a bunch of pasta water to it to thin it out. It was the creamiest looking sauce I’ve ever made!

When I put it in the oven I was afraid that the creamy sauce was going to dry up. Twenty minutes later and after a short stint under the broiler to brown the breadcrumbs, the creamiest Mac and Cheese I’ve ever made was born. It should be noted that my dad said it was the best Mac and Cheese I’ve ever made. And he’s tried a lot!


  • 8 T. (1 stick) butter,divided, plus more for baking dish
  • 16 oz your favorite bite-sized noodle shape  
  • 3 c. half-and-half
  • 16 to 24 oz Colby and Monterrey Jack cheese (reserve about a cup or two to sprinkle on top the dish before baking) 
  • 2 T. flour 
  • 1 tsp. kosher salt 
  • ½ tsp. ground mustard 
  • ¼ tsp. black pepper 
  • 1 ½ c. panko-style bread crumbs 
  • dried herbs such as thyme, parsley, etc.


  1. Preheat oven to 350 degrees. Generously butter a 15-by-11-inch glass baking dish; set aside. (I have also used a 10-inch cast iron pan and it just barely fit with only a little sauce spillage down the side!) Bring a large pot of water to a boil; add salt and macaroni. Cook until al dente according to package directions. Drain, reserving some pasta water, and return to the hot pot to let the noodles dry out a bit. The recipe says this is essential to ensuring you end up with a thick sauce.
  2. Melt 4 tablespoons butter and toss with breadcrumbs. Add some Parmesan cheese if you feel so inclined. I did. Set aside.
  3. In a medium-sized pot, over medium heat, melt the other 4 tablespoons butter. Add flour, mustard, salt and pepper and whisk to dissolve the dry ingredients. Cook for another minute or so, whisking, then slowly add the half-and-half. (I accidentally browned my butter before adding the cream. And did so again the second time I made this! There was no noticeable difference from doing this.) Continue cooking until sauce thickens slightly. (Mine was boiling and not all that thick when I took it off the stove.) Slowly add cheese and whisk until just combined.
  4. Pour the sauce into the pot with the noodles and stir to combine. If you think your sauce is too thick at this point, add some pasta water to thin it out. Pour the noodles into the prepared pan. Top with reserved shredded cheese, bread crumbs and salt and pepper to taste.
  5. Bake for 20 minutes. If your breadcrumbs haven’t browned after 20 minutes throw the broiler on for a minute or two. Let stand a few minutes before enjoying.

Recipe rating: 

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