No Thanks
Keep In Touch With

Sign up and we'll send inspiration straight to you.

Martha Stewart takes your privacy seriously. To learn more, please read our Privacy Policy.

Macaroni and Three Cheeses

This luxurious macaroni and cheese keeps unbaked in the refrigerator for up to a day; in the oven, it turns piping hot and creamy inside, and golden brown on top in less than an hour. Substitute your favorite melting cheeses (mozzarella, Monterey Jack, and fontina are great options), or vary the proportions of the ones listed here.

  • Prep:
  • Total Time:
  • Servings: 8
  • Yield: Serves 8
Macaroni and Three Cheeses

Photography: John Kernick

Source: Everyday Food, 2007


  • 6 tablespoons unsalted butter, plus more for baking dish
  • Coarse salt and ground pepper
  • 1 pound medium pasta shells
  • 1/4 cup all-purpose flour
  • 1 teaspoon dry mustard powder
  • 4 cups whole milk
  • 4 ounces sharp white cheddar cheese, coarsely grated (1 cup)
  • 4 ounces Havarti cheese, coarsely grated (1 cup)
  • 4 ounces Muenster cheese, coarsely grated (1 cup)
  • 1 teaspoon Worcestershire sauce
  • 6 slices white sandwich bread


  1. Preheat oven to 400 degrees. Bring a large pot of water to a boil. Butter a shallow 4-quart baking dish (oval or 9-by-13-inch rectangle); set aside.

  2. Generously salt boiling water; add pasta. Cook, according to package instructions, until 2 minutes short of al dente. Drain pasta, and return to pot.

  3. While pasta is cooking, melt butter in a large saucepan over medium. Transfer 2 tablespoons melted butter to a small bowl; set aside for topping. Add flour and mustard powder to remaining butter in saucepan. Cook, whisking, 1 minute (do not let flour darken). Whisk in milk. Bring to a boil; reduce heat to medium-low, and simmer until sauce is thickened, 2 to 3 minutes.

  4. Remove sauce from heat. Gradually whisk in cheeses; add Worcestershire sauce, and season generously with salt and pepper. Add sauce to pasta, and toss to combine; transfer to prepared baking dish.

  5. Place bread in food processor; pulse until very coarse crumbs form (you should have about 3 cups). Add reserved melted butter, and pulse just to moisten. Scatter crumbs over pasta in baking dish. (If making ahead, cover and refrigerate up to 1 day.)

  6. Place dish on a rimmed baking sheet, and bake until topping is golden and sauce is bubbling, 15 to 20 minutes. (If refrigerated, bake for 30 to 35 minutes.) Cool 5 minutes before serving.

Reviews (26)

  • michaelatate65 19 Feb, 2015

    So disappointed,..bland and frankly disgusting. I could have made a boxed mac & cheese, w/ an egg & extra chedder and it woulda been 10 times better. Don't waste ya money, or ya time.

  • taravoigt 17 Sep, 2013

    I've made this at least a dozen times. I leave off the bread crumbs and sprinkle extra cheese on the top. I've made it with lots of variations of cheese. A great way to use up all those little bits of cheese in the fridge.

  • christinadrodriguez 25 Dec, 2012

    This is the last time I get a recipe from this website. Another bland disappointment. I spent a lot of money for the cheeses to make this dish for Christmas dinner, everyone ate one bite and all agreed it was yuck! The cheeses are a bad combo, way too rich, no flavor that pops in your mouth. This is not the first or second recipe that has been a time consuming disappointment. Martha, please stick to decorating!

  • melbelle24 25 Jan, 2012

    I would definitely agree that this recipe was a bit bland and 6 slices of bread was way too much. It was definitely more tasty with more salt, but that shouldn't be a solution...I think all the white bread, pasta and a bland sauce lead to a very generic macaroni recipe

  • elvarstam 21 Nov, 2011

    This is definitely a crowd pleaser at my home, my kids and their friends love it! I use less bread for the crumbs and sometimes substitute one cheese when all are not available at my local supermarket. If it was bland for some may be due to the cheese quality...

  • AdriBurns 30 Jun, 2011

    Despite the rich flavored cheeses, this dish tasted very bland and was missing a lot of flavor. I actually doubled the recipe and made one to freeze for future use. I'm dreading having to pull it out, but the kids did seem to like it. I won't make it again though.

  • momtoprincesses 10 Mar, 2011

    This was delicious! I used 1% milk and only 4 slices of bread because they were large slices. The second time I tried the recipe, I used whole wheat pasta and it was still yummy! Even better the second day when warmed in the oven--it forms this crusty cheesy goodness.

  • pt80005 13 Dec, 2010

    I tried this recipe for Thanksgiving and it was such a hit that it's been requested for Christmas too. I used sharp yellow, white cheddar and muenster cheeses and it was just delicious. I see it on the menu for all our family get togethers going forward.

  • ajca 20 Nov, 2008

    Good, but a little bland. I might try more sharper cheese next time, or perhaps some cayenne.

  • sweet_firefly 29 Oct, 2008

    I added cooked and diced ham, and it turned out really good. I also used mostly sharp cheddar cheese and some muenster. I think next time I'll try another cheese in place of the muenster and maybe a little cayenne pepper to the sauce.

  • GrandChef 19 Oct, 2008

    Eliminate the flour, use 1 cup of milk (try 2%) and go easy on the breadcrumbs. My mom was a professional cateress and an expert with M

  • GrandChef 19 Oct, 2008

    Eliminate the flour, use 1 cup of milk (try 2%) and go easy on the breadcrumbs. My mom was a professional cateress and an expert with M

  • kittyp 23 Sep, 2008

    tliloia, You used boxed mac and cheese? This is one of the very easiest dishes to make from scratch. And it tastes so much better when you use good, sharp cheddar. English cheddar is the best. And it should be nicce and sticky, not runny. My granny taught me this dish as one of the first I learned.

  • SweetJaneyCake 17 Sep, 2008

    honeyfresh.....don't give up so easily. Try using 1/2 whole and 1/2 low fat milk. Also, try using stronger cheese like sharp cheddar. I prefer a saucier mac n cheese so it does not seem so heavy, try having noodles freshly drained, not rinsed and the sauce piping hot. Poor sauce over noodles, put cheese on top and straight into the oven for only a few minuted to melt cheese on top

  • honeyfresh 18 Mar, 2008

    I recently tried this and I wasn't impressed. I found it to be quite flavorless and heavy. I wouldn't make it again.

  • tliloia 4 Feb, 2008

    A tasty and easy-to-make alternative to boxed mac

  • klhs1967 29 Jan, 2008

    There's no reason to add cold water to the flour before adding it to the butter. Just whisk the flour and mustard (or nutmeg) into the butter, letting the flour cook a bit to rid itself of that raw taste, and then whisk in the milk...if you keep whisking the milk, flour and butter, there will be no lumps, just a nice, thickened white sauce.

  • jones9952 27 Jan, 2008

    Waht happened to the rest of my text? I read other comments and used the crumbs and extra cheese topping. Added cream before baking and used sharp cheddar plus provolone plus real parmesan plus diced sauted procuitto. My mom was a great cook but this recipe is better than any I remember. Real comfort.

  • nyrobecat 27 Jan, 2008

    This now is my mother's favorite macaroni and cheese. In fact, she had 2 and 1/2 helpings. Mom is 90. Of course we all enjoyed it very much.

  • QueenGrammy 22 Jan, 2008

    In place of the bread I use Italian Breadcrumbs and Parmesan/Romano grated cheese with 2 tbs. of butter. Mix 3/4 cup breadcrumbs and 1/4 cup grated cheese, add the butter and place in microwave for a few seconds to melt the butter ~ mix together and spread over the top of the mac

  • judyfoodie 6 Jan, 2008

    This was good - the texture was just right. I would recommend using less bread and also cheeses with more flavor. I used colby, monterey jack and havarti which did not provide a strong enough cheese taste.

  • rosieriv 31 Dec, 2007

    This was DELICIOUS! I used 4 pcs of bread instead of 6 and I added diced ham. I also replaced the meunster cheese with fontina. Great recipe.

  • jfollero 28 Dec, 2007

    My daughter (the mac n'cheese expert) requests this every year for her birthday dinner. I omit the bread slices and add extra cheeses to the top. The cheeses melt and form a great crusty, gooey topping!

  • blaukehlchen 10 Dec, 2007

    Tasty to the tenth power. I used nutmeg, too. I'll reduce the number of bread slices to four next timen n n n n n six seems too many and didn't toast as well as I think fewer might. Highly recommendn n n n n n good enough for close friends and family affairs, even if it is mac-n-cheese. Served with salad greens. Thinking about using imported ham in the next one, possibly crumbled on top.

  • MamaV 17 Nov, 2007

    Terrrific recipe! Very tasty!
    I used freshly grated Nutmeg, instead of Dry mustard, which gave it a warm flavour! It is very important to taste the sauce

  • deavodl 15 Nov, 2007

    This is a great recipe. this was my first time cooking mac and cheese so when you mix the flour make sure you add a little cold water in order to make sure that the flour does not clump before you add to butter.
    Also, it was nice and cheesey but when cooking with dairy you may need to add extra salt/pepper when cooking.
    Again, this was my first time so hopefully I did everything correct

Related Topics