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Macaroni and Cheese


When it comes to comfort food, nothing tops mac 'n' cheese, especially Martha's easy-to-make version.

  • Yield: Serves 12
macaroni and cheese

Photography: DAVID SAWYER

Source: Martha Stewart Living, January 2001


  • 8 tablespoons (1 stick) unsalted butter, plus more for dish
  • 6 slices good white bread, crusts removed, torn into 1/4- to 1/2-inch pieces
  • 5 1/2 cups milk
  • 1/2 cup all-purpose flour
  • 2 teaspoons salt
  • 1/4 teaspoon freshly grated nutmeg
  • 1/4 teaspoon freshly ground black pepper
  • 1/4 teaspoon cayenne pepper, or to taste
  • 4 1/2 cups grated sharp white cheddar cheese (about 18 ounces)
  • 2 cups grated Gruyere cheese (about 8 ounces) or 1 1/4 cups grated Pecorino Romano cheese (about 5 ounces)
  • 1 pound elbow macaroni


  1. Heat oven to 375 degrees. Butter a 3-quart casserole dish; set aside. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour butter into bowl with bread, and toss. Set breadcrumbs aside.

  2. In a medium saucepan set over medium heat, heat milk. Melt remaining 6 tablespoons butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.

  3. While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.

  4. Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 1/2 cups Gruyere or 1 cup Pecorino Romano; set cheese sauce aside.

  5. Fill a large saucepan with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer's directions, until the outside of pasta is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse under cold running water, and drain well. Stir macaroni into the reserved cheese sauce

  6. Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups cheddar cheese, 1/2 cup Gruyere or 1/4 cup Pecorino Romano, and breadcrumbs over top. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.

Cook's Notes

You can divide this recipe in half; use a 1 1/2-quart casserole dish.

Reviews Add a comment

    22 JUL, 2017
    This recipe was too spicy with the cayenne pepper so when I made it the second time I omitted it. Now, it's excellent!
  • nicolaedragoli
    4 MAY, 2017
    Super great dish. Congratz Martha.
  • ALR4831703DW
    25 JAN, 2017
    This took me three hours to make (mostly grating the cheese) and I thought the ingredients were expensive (over $25), but in the end *it was worth it!* This is the BEST M&C I've ever had AND we got 8 servings out of it! That $25 went a long way! I'm going to freeze several servings for dinners and packed lunches.
  • delilahwillett
    19 JAN, 2017
    My daughter requests this for her birthday EVERY year! We love it and you will too! :)
  • joyce4852
    7 FEB, 2016
    I have made mac and cheese many times in my 60+ years on this earth and after so many different recipes, we (hubby and I) have decided that Martha Stewart's is by far the very best of the bunch. I think the gruyere and the torn bread topping mixed in butter is what makes this dish so special. Whenever I bring this to a pot luck or event, there is never any left over! I have given this recipe out dozens of times and I always credit Martha with it. Love it!!
  • CA Shibata
    22 MAY, 2015
    Looking for a very basic but good recipe. Can't wait to try it. Is this freezeable?
  • konayuki
    28 NOV, 2014
    Since I first tasted mac&cheese at 12 I've tried many recipes, but since the discovery of this at 16, none has come close! I usually do more cheddar and less gruyere and it is too yummy. The topping is the best! This year I did a gluten-free version for Thanksgiving. I basically halved the recipe, used .5lb quinoa pasta and half a head of cauliflower. I couldn't find my gf bread, so used gf pretzels ground in a food processor. Also used all cheddar (red leicester). No one was the wiser! The hit!
  • Bradley Campbell
    11 MAR, 2014
    I've always wanted to learn how to make a real Mac and Cheese. This recipe was super easy and so delicious! The gruyère cheese adds a nice nutty flavor, it definitely elevates this recipe. The only Mac and Cheese I've had before this is "Kraft Dinner" and now I definitely won't be going back.
  • TTheis
    4 FEB, 2014
    Delicious! I added a cup of chopped fresh basil, 2 cloves of fresh garlic and 1 diced shallot, 4 chanterelle and 4 cremini mushrooms sautéed with 3tbs of unsalted butter and some dry sherry wine (coarse sea salt and black pepper to taste) - mix this all in with macaroni and cheese, bake - DELICIOUS!
  • Mrgnlvr
    5 JAN, 2014
    Way too much strong cheese, and too much work for a dish that is not as good as a box mix with added bread crumbs.