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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

Photography: John Kernick

Source: Everyday Food, September 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 Add a comment

  • lisalael
    18 AUG, 2017
    I've made this recipe multiple times and with a few modifications it turns out beautifully every time. In regard to the breadcrumbs, I use local a sliced white Italian bread that's gone a little stale. I cube the bread and spread the bread cubes on a large baking sheet and broil until brown and flip and do the same to the other side. I'll put the toasted bread cubes, herbs de Provence, juice of a small lemon, S&P and a good pour of EVOO into my blender and pulse. Browns nicely without being dry or bland. I use about 2 cups of organic 2% or whole milk. I'll add 1/4 cup of chicken stock. I gradually add more milk and stock, just eyeballing it. With the cheese, I use a 10 oz block of sharp kosher cheddar and 6 oz of black pepper Toscano pecorino cheese and a little bit of Parmesan. Add plenty of black pepper and adjust salt to your cheese's saltiness. To those who say it's bland, I highly suggest trying different cheeses. Havarti and Munster tend to be very mild cheeses. Try more robust white cheeses and mixing in a good sharp cheddar versus a white.
  • AndreaMarieDwyer
    15 MAY, 2016
    This is delicious as written. I do modify the bread crumb topping, using less bread and adding olive oil, herbs de provence, and salt & pepper. Salt and pepper generously if you think it is bland. Mac 'n cheese is not supposed to be spicy or anything. It is wonderfully rich and comforting as is. I maybe use a little extra of each cheese type, and I buy the good varieties. Sometimes I add diced ham or peas. My kids love it as do the adults. I have made many times.
  • Jetaime2
    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.
  • tarathedoula
    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.
  • Chrissy Guthrie
    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
  • MS112607271
    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.