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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

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 Note

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

Reviews (55)

  • cshibata 22 May, 2015

    Looking for a very basic but good recipe. Can't wait to try it.
    Is this freezeable?

  • dream camp 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!

  • dig it brad 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.

  • cassiezuniga92179217 25 Feb, 2015

    Well that is just a silly thing to say. There is no way that this is not better than boxed mac n cheese.

  • Rachash 20 Apr, 2013

    Delicious and rich Macaroni cheese! I live in Australia so I used Plain flour in place of All purpose flour and 5 cups of shell pasta in place of 1lb of elbow pasta. I also used 3 cups of grated Mainland 'Epicure' cheese - strong and bitey flavour and 1 cup of chopped Maasdam cheese. Everything else I followed closely and it was just fabulous! Best served with steamed veges as this dish has a strong flavour. Yum yum!

  • timparker999 24 Feb, 2013

    I love this recipe. I do make three alterations: First I sub half the cheese with Three Alarm Colby Jack Cheese from Sam's Club (it has jalapeno, chipotle & habanero). Then I stir in one pound of diced Eckrich Jalapeno Cheddar Smoked Sausage. Lastly I top it with crushed Cheez-It Hot & Spicy Crackers mixed with melted butter for the crust.

  • halbrooks11 15 Jan, 2013

    Everyone loved this. It is my new go to mac and cheese recipe. I added 2tbs country dijon mustard (was out of dry mustard). Also added 1 cup cream (and shorted milk by a cup). Was excellent. Be sure to undercook pasta by several minutes, and don't skip the breadcrumbs on top. I used all cheddar cheese and it was great. It is easy as well.

  • saiful 17 Sep, 2012

    i love your recipe.. :-)

  • purrna2go 2 Sep, 2012

    I make a mac n cheese weekly. I always! add a can of stewed tomatoes and plenty of chopped celery. Just before baking, I pour a can of evaporated milik around the edges. For topping, I sometimes sprinkle bread crumbs before adding my torn-up bread. You just might like mine better, martha! Love!

  • truecritic 21 Feb, 2012

    I had a lot of Kraft brand box of Mac and cheese, so I measured out a pound of the noodles only and used them for this recipe, it came out great! And no Gruyere or Romano cheese, I substituted with parmesan. Tasted creamy and mild, baked well. I also added 2 tablespoons of Grey Poupon Dijon mustard. I recommend using a very large high sided skillet for the sauce; I kept spilling mine onto stove. I also suggest using the white bread; I used wheat and could taste the sweetness in the crumb top.

  • ameliafoster 23 Nov, 2011

    Huge crowd pleaser, adults and kids alike. I made it again and used seasoned salt instead of nutmeg, and it still tasted great. I also used whole milk and half the bread 2nd time with great results.

  • Chasew 23 Nov, 2011

    Anyone who doesn't LOVE this recipe did something really wrong (or took cheap shortcuts) when they made it, Until I tried this recipe, Patti LaBelle's was my favorite. I have not made hers since. One way to improve this recipe is by using larger pasta (holds more of the delicious cheese sauce) and pasta of a really good quality. I buy the imported stuff for cheap from the food aisles at Home Goods or TJ Maxx. You'd be surprised by the difference it makes. This recipe is pure perfection.

  • necessaryevil1 25 Oct, 2011

    Way too much work for just a so-so flavor. I actually found a recipe from a favorite author (Jan Karon) called Puny's Macaroni & Cheese that tasted better.

  • tequida 22 Oct, 2011

    This is the best mac & cheese ever, I used 1/2& 1/2 instead of milk and jalapeno jack cheese instead of guyere. IT WAS FANTASTIC!!!!

  • phishdon 29 Sep, 2011

    This mac & cheese is excellent! It is definitely a family favorite. The leftovers heat up very nicely. Variation: I make it only using cheddar cheese, and it is wonderful. I highly recommend this recipe!

  • kate droste 29 Jul, 2011

    this is the best recipe for baked mac & cheese.

  • robinanna32 26 Dec, 2010

    This was the BEST mac and cheese recipe I have ever tried. The whole family agreed- we will definitely make this again. It's a little more work than my normal recipe, but certainly worth the extra time.

  • miceangelz 13 Jul, 2010

    I added the chicken and it was a great hit! I diced the chicken in cubes and cooked them before adding to the final stage of baking.

  • lhodd 27 Feb, 2010

    Made this last night, used less than a lb. of pasta (14.5 oz. box), used less cheese, less milk (I used half skim and half lite cream), less flour, and less butter and it still was delicious. I also cheated and used panko breadcrumbs which saved on using even less butter. Great flavor with both cheeses and the spices. I used cheddar and gruyere, very creamy with the cheese and milk. Alot of food for 3 of us. We had half a dish left.

  • jamienisbet 29 Jan, 2010

    Really delicious, I used extra macaroni (about 3 cups more), sooo good.
    I also added a bit of blue cheese, it gave it a nice flavor.

  • m1981b 27 Jun, 2009

    I made this for lunch today, and it's very yummy! It is quite creamy and heavy. I halved the recipe, but I still needed to bake it in a larger casserole dish (I put it in a 1 3/4 quart dish and it was full to the top, without the crouton

  • Niconomicon 4 May, 2009

    This is one of the best mac and cheese recipes I have ever tried. The bread on top is so good. The nutmeg and cayenne really add such great flavor. This is in my collection and will be one of my go to recipes for potlucks.

  • drausue 9 Jan, 2009

    I have made this for years. SOmetimes I add veggies, have added left over ham or chicken. Never leave out the bread crumbs, the best part!!!! Have also put sliced tomatoes on top and then the crumbs. Why anyone would make boxed mac and cheese is beyond me.

  • BewitchedGal 23 Nov, 2008

    This is so so good. I also skip the bread and I add croutons (the good gourmet kind) I smash them up and sprinkle them on top it is so good. Everyone and I mean everyone that has tried this dish just loves it. Goes great with a side salad and some red wine!

  • pointpatti 15 Nov, 2008

    Can this recipe be frozon at any point? I am considering adding it to my Thanksgiving table for my adult children who LOVE this recipe. Thanks

  • kitchenvamp 1 Nov, 2008

    You ladies have talked me in to it! I am going to make this for a dinner party tomorrow!!! Wish me luck!

  • melbalisa 13 Oct, 2008

    This is such a delicious recipe, the only one I will ever make. I didn't bother with the slices of bread, just used premade breadcrumbs. I sprinkled the cheese over the top and then covered it with a thin layer of breadcrumbs, super crunchy and yummy.

  • jessyhanley 12 Oct, 2008

    In response to SOMERSIZING ... if you are concerned about weight, I can not imagine why you would be considering making mac and cheese.

  • jessyhanley 12 Oct, 2008

    This is one of my most popular dishes, and typically make it for adults. When I am entertaining I make the following "changes":

    1. instead of bread, I use crumbled low sodium Ritz crackers - may sound tacky... but is really amazing and if you crumble them up enough you can not tell they are crackers. It makes the topping very buttery and rich.

    2. I add some Worcestershire sauce to taste

    * note...use higher end cheese, it makes all the difference.

  • laura 21 Sep, 2008

    I've made this 2 more times since my last comment. The recipe is perfect as is. If you omit the buttered bread crumbs you are missing out on the best part, IMO.
    While I'm not a giant fan of straight up gruyere, it's a must in this recipe, the flavors of the cheeses are so complimentary. BTW, I froze it with terrific results.

  • chickyboo718 11 Aug, 2008

    I can't wait to try this.

  • Roxannep 24 Jun, 2008

    This is one of my favorite recipes. It seemed daunting to make at first, but now it's committed to memory. I often omit the bread crumb topping and have also subbed in other pastas with no trouble. I have used all cheddar in the event I am out of Gruyere, but didn't find it as satisfying.

  • MaryFinkel 18 Jun, 2008

    Very good! I used Cabot brand sharp white cheddar cheese from Vermont and the Gruyere! I omitted the nutmeg and cayenne pepper since these spices are not a favorite in our house. I also used crushed potato chips for the topping. Yum Yum!!

  • suemanos 23 May, 2008

    Perfection! It is a family party favorite. The full recipe is perfect for a buffet table and the half recipe is good for 2 dinners. I use sharp cheddar and gruyere. I've also substituted gemelli and other small pastas and it works great and dresses it up a little.

  • maryjudge 9 May, 2008

    My other favorite Martha recipe. Goes great with the Maryland crab cake recipe!

  • kathleen0128 7 May, 2008

    This recipe was wonderful. The instructions were easy to follow. I actually omitted the bread crumb topping and it was stil great.

  • mbuffardi 5 Apr, 2008

    I made this last weekend for guests and didn't have any leftovers. It was so delicious; I was craving it today so I made it again! I used whole wheat pasta this time with great results, the pasta held the sauce nicely. I like to use the Gruyere and a good quality cheddar. This time I froze half of my mac and cheese before baking and am looking forward to leftovers next time I'm craving my favorite comfort food!

  • stephanie623 31 Mar, 2008

    I made this for Easter... I used sharp cheddar and then colby jack for the second cheese... It was soooo delicious! my kids devoured it and got compliments all around! We had 4 adults and 2 children...I made in 2 pans, one went right into the freezer (before baking) and the other fed all of us as a great side and still had leftovers!

  • jellibells 21 Feb, 2008

    I have been making this since it first appeared in the magazine years ago - and always use different cheese combinations. I agree - you have to keep in the white cheddar (sharp is also key, if you want there to be enough flavor - too many mild cheeses make it more bland) - but the second cheese can be anything extra you have on hand. You can also 'southwestern' it a bit - and add meat protein - by adding diced garlic and jalepenos to the roux (when you put in the butter) and frying some chicken lightly dusted in cornmeal and add a layer of that...always a hit. I tend to use a sharp yellow when I do that, as opposed to the white. We also freeze it just as is in individual servings, and it tastes great when defrosted to take to work, etc.

  • cdoris1 1 Feb, 2008

    I too agree. Every time I serve this, I get rave reviews. I did make a slight change wihich I would like to share. I use Japanese Panko Bread crumbs in place of the fresh crumbs. The topping is extra crispy and everyone looks forward to the topping.

  • laura 17 Jan, 2008

    I have been making this recipe for years. Every time I serve it, people rave. Bonnie Louise, as far as freezing goes, you are right on the money. Prep it up until the point of baking, freeze, then defrost, add bread crumbs and bake. This is by far the best mac-n-cheese recipe. It always looks like too much sauce for me, but, the pasta absorbs a lot in baking and it's always perfect!!

  • skyblue 25 Dec, 2007

    Best ever tasting macaroni and cheese! The leftovers even taste better .

  • michellecarver 17 Dec, 2007

    My family loves this recipe, this is our third season making it. We prefer the Pecorino Romano (tried both ways) and you do need to budget a full 90 minutes from grating cheeses to washing and drying the last pan but it's worth it and tastes even better the second day. We just make it with 1/2 cup more milk so it's not dry when reheated in a low oven.

  • BonnieLouise 16 Dec, 2007

    I plan to make this for a family gathering on December 26th and want to do as much prep as possible ahead of time. So, I thought I would prepare up to step of adding bread crumbs and freeze. I would defrost over night in the fridge, add the bread crumbs and bake as usual. Anyone have any thoughts as to how this would work?

  • debsoprano 8 Dec, 2007

    This is a great recipe. Regarding cheese, Martha might shudder, but I use grated cheese from a can in addition to the cheddar and in lieu of the more expensive cheeses. It's fabulous. I then cut the milk down a bit to thicken up the sauce, and add a little extra cayenne for a bit more kick. YUM. I've used rotelle instead of elbows, and it makes for a pretty presentation. As far as freezing it is concerned - I bake it first and then freeze it. I then defrost it overnight in the fridge.

  • luckymom 5 Dec, 2007

    We can't get enuff of this stuff!! My kids beg to eat it before it goes in the oven and they want to lick the pot of cheese sauce!! I use cheddar and about 1/2 cup "real" parmasean (only 1/2 cup cuz it's pretty expensive). I have even had sliced mild gouda in the fridge and threw that in too, it was really good. Tastes as good hot or room temp., so it's perfect for picnics.

  • kitc 28 Nov, 2007

    We LOVE this mac and cheese. The most difficult part is shredding the cheeses. I use Romano and it is fabulous. We eliminate the breadcrumbs because the kids don't like them. Now, for the person that freezes it, do you bake it before you freeze it?

  • jessyka 21 Nov, 2007

    I agree with everyone. This is a phenomenal recipe for kids and adults. The cheese can get expensive, but it is worth it! I usually serve this at BBQ's and picnics. yum!

  • blaqpearl 21 Nov, 2007

    I have made this for two years already and it is my favorite mac n cheese ever. The gruyere can be expensive but I buy a small chunk and a small chunk of the pecorino. I dont buy the most expensive white cheddar either so it doesnt break my pocket. Its always a hit. That bechamel sauce is the key, so you can pretty much experiment with the cheeses as you see fit, but keep the white cheddar for the smoothness.

  • ewhitey 20 Nov, 2007

    This is by far the best mac

  • amysotis 7 Nov, 2007

    Can this be frozen and if so, how do you defrost/reheat it?


  • mslo_karen 3 Nov, 2007

    This is my absolute favorite macaroni and cheese recipe, it's decadent and delicious! I never cut the recipe in half, I just use two 1 1/2 quart baking dishes and freeze one. That way, I have an extra meal ready whenever I don't feel like cooking.

  • mslo_karen 3 Nov, 2007

    This is my absolute favorite macaroni and cheese recipe, it's decadent and delicious! I never cut the recipe in half, I just use two 1 1/2 quart baking dishes and freeze one. That way, I have an extra meal ready whenever I don't feel like cooking.

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