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.

Three-Cheese Macaroni

This homemade version of the noodle favorite will make you forget about the boxed orange variety. A sauce made with three kinds of cheeses and a crunchy breadcrumb topping really separate it from its store-bought cousins.

  • prep: 40 mins
    total time: 1 hour 10 mins
  • servings: 10




  • 1 stick unsalted butter, plus more for pie plates
  • 1 cup panko breadcrumbs
  • 5 cups whole milk
  • 1/2 cup all-purpose flour
  • 4 cups grated sharp cheddar cheese (10 ounces)
  • 1 1/2 cups grated Gruyere cheese (4 ounces)
  • 1 1/2 cups grated fontina cheese (4 ounces)
  • Coarse salt and freshly ground black pepper
  • 1/4 teaspoon freshly grated nutmeg
  • 1/4 teaspoon paprika
  • 1/4 teaspoon cayenne pepper
  • 1 pound elbow macaroni


  1. Step 1

    Preheat oven to 375 degrees. Butter 10 mini (1 cup) pie plates or a 9-by-13-inch baking dish. Melt 2 tablespoons butter in a small saucepan over medium heat. Add breadcrumbs, and toast, stirring occasionally, until golden brown, about 5 minutes.

  2. Step 2

    Warm milk in a medium saucepan over medium heat. Meanwhile, melt remaining 6 tablespoons butter in a large high-sided skillet over medium heat. Cook until butter is bubbling. Add flour. Cook, stirring, for 1 minute.

  3. Step 3

    Gradually pour warm milk into butter mixture, whisking constantly. Cook, whisking constantly, until mixture bubbles and thickens, about 5 minutes. Remove from heat, and stir in 3 cups cheddar, 1 cup Gruyere, 1 cup fontina, 1/2 teaspoon salt, 1/4 teaspoon black pepper, the nutmeg, paprika, and cayenne pepper.

  4. Step 4

    Bring a large pot of water to a boil. Cook pasta until al dente. Drain, and transfer pasta to cheese sauce. Stir to coat. Divide mixture among mini pie plates or transfer to baking dish. Scatter remaining cup cheddar, 1/2 cup Gruyere, and 1/2 cup fontina over top, and sprinkle with toasted breadcrumbs. Bake until cheese is melted and pasta is warmed through, about 15 minutes. Transfer to a wire rack, and let cool for 5 minutes before serving.

Martha Stewart Living, October 2011



Reviews (1)

  • 5 Nov, 2011

    Love, Love, Love this recipe!! It's so yummy you will toss away all other mac & cheese recipes! Good enough to serve to the snobbiest people in your life :) Enjoy!