Creamy Baked Three Cheese Macaroni with Crispy Topping
If you’re craving comfort food that feels like a warm hug from the inside, this baked three cheese macaroni is about to become your new best friend. Start by preheating your oven to 375°F (190°C) and get ready to dive into a rich, creamy sauce that perfectly coats tender elbow macaroni, topped with a golden, crunchy breadcrumb crust. Each cheesy layer melts into the next, bringing together sharp cheddar, gooey mozzarella, and nutty parmesan for a dish that’s far from ordinary. This classic made-from-scratch recipe is easy to love and even easier to share with those you care about most.

Ingredients You’ll Need
These simple but essential ingredients are the building blocks to creating a luscious texture, vibrant flavor, and irresistible golden finish. Each one plays a pivotal role, from the pasta that carries all the cheesy goodness to the spices that elevate the taste.
- Macaroni Pasta: 1 pound of elbow macaroni, chosen for its perfect shape that traps every cheesy bite.
- Unsalted Butter: 1/2 cup (1 stick), the rich base that helps make your sauce silky smooth.
- All-Purpose Flour: 1/2 cup, to thicken the sauce just right without a single lump.
- Whole Milk: 4 cups, adding creaminess and moisture to the sauce.
- Heavy Cream: 1 cup, for an extra layer of luscious richness that makes the sauce truly decadent.
- Sharp Cheddar Cheese: 8 ounces, shredded—this brings a bold, tangy flavor that cuts through the creaminess perfectly.
- Mozzarella Cheese: 8 ounces, shredded—melts beautifully and gives your mac and cheese that irresistible stretch.
- Parmesan Cheese: 4 ounces, grated, for a salty, savory depth that rounds out the cheese blend.
- Salt: 1 teaspoon, to enhance every layer of flavor in the dish.
- Black Pepper: 1/2 teaspoon, freshly ground for a subtle kick of warmth.
- Nutmeg: 1/4 teaspoon, ground—this secret addition creates a gentle warmth and aromatic complexity.
- Breadcrumbs: 1/2 cup, panko recommended to ensure a crispy, golden topping.
- Paprika: 1 teaspoon, optional, sprinkled on top for a lovely pop of color and mild smoky flavor.
How to Make Start by preheating your oven to 375°F (190°C)
Step 1: Prepare Your Oven and Baking Dish
Start by preheating your oven to 375°F (190°C). This is where your magic begins, ensuring the perfect cooking temperature for that crispy topping and gooey cheese sauce. While the oven warms, grease a 9×13 inch baking dish with butter or non-stick spray to keep your mac and cheese from sticking and to make cleanup a breeze. Glass or ceramic dishes are ideal because they distribute heat evenly, helping your dish cook beautifully.
Step 2: Cook the Macaroni
Bring a large pot of salted water to a boil, and start by preheating your oven to 375°F (190°C). Then, add the elbow macaroni and cook it slightly less than al dente—about 1 to 2 minutes shy of the package instructions. This trick ensures the pasta stays perfectly tender after baking, without turning mushy. Drain the pasta well, but no need to rinse; keeping that starch helps the cheese sauce cling to every piece.
Step 3: Make the Roux for Your Cheese Sauce
In a large saucepan over medium heat, melt your butter until fully liquid. Stir in the flour and whisk constantly for 1 to 2 minutes—that’s your roux. Cooking this mixture removes the raw flour taste and creates the foundation for a smooth, creamy sauce. You’ll notice a lovely pale golden hue and a nutty aroma as it cooks.
Step 4: Add Milk and Cream Gradually
Next, pour in the whole milk slowly, about one cup at a time, whisking continuously to avoid lumps. Once combined, add the heavy cream and keep whisking. This slow addition helps your sauce thicken gradually while staying silky smooth—perfect for wrapping around every macaroni piece. Keep this saucepan on low heat and let the sauce simmer gently to develop those rich, velvety textures.
Step 5: Melt in the Cheese
Remove the saucepan from heat and start by preheating your oven to 375°F (190°C) if you haven’t done so already. Then, add your shredded sharp cheddar, mozzarella, and grated Parmesan cheeses gradually, stirring until each handful melts entirely. Doing this away from direct heat prevents graininess and makes the sauce luxuriously creamy. Once fully melted, season with salt, black pepper, and a pinch of nutmeg for a flavorful finish.
Step 6: Combine Pasta and Cheese Sauce, Then Bake
Fold the cooked macaroni into the cheese sauce gently but thoroughly to ensure every elbow is bathing in cheesy goodness. Transfer everything to your prepared baking dish and sprinkle evenly with panko breadcrumbs mixed with paprika if you like a little color and smoky hint. Finally, bake in the oven you’ve start by preheating your oven to 375°F (190°C) (it’s important!) for 20 to 25 minutes until bubbly and golden brown on top.
Step 7: Let It Rest
Once baked to perfection, remove the dish from the oven and let it rest for 5 to 10 minutes. This little pause lets the cheese sauce set up nicely so it won’t run everywhere when you serve, making it easier to dish out perfectly cheesy portions every time.
How to Serve Start by preheating your oven to 375°F (190°C)

Garnishes
Sprinkle your baked macaroni with a handful of fresh chopped parsley or chives for a peek of vibrant green that brightens the dish both visually and flavor-wise. For a little extra indulgence, add crispy bacon bits or a dusting of smoked paprika after baking to enhance that golden crust’s smoky notes.
Side Dishes
Because this mac and cheese is so rich and filling, pairing it with light and fresh sides works beautifully. Crisp green salads with tangy vinaigrettes, steamed broccoli, or roasted Brussels sprouts offer a refreshing crunch and balance to the creamy, cheesy main. If you want a bit more comfort, garlic bread or a simple tomato salad complements the flavors nicely.
Creative Ways to Present
For a fun twist, serve your baked three cheese macaroni in individual ramekins or mini cast iron skillets, perfect for portion control and charming presentation. You can also mix in cooked bacon, sautéed mushrooms, or even a handful of cooked lobster for a gourmet spin that’s sure to impress any crowd.
Make Ahead and Storage
Storing Leftovers
After enjoying your freshly baked macaroni, let any leftovers cool completely and store them in an airtight container in the refrigerator. Properly stored, your cheesy goodness will keep well for up to 3 days. When you’re ready, simply reheat and enjoy that comforting flavor all over again.
Freezing
You can freeze this casserole before baking for a quick meal later. Prepare the recipe as usual but don’t bake it yet. Cover tightly with foil and freeze for up to 2 months. When ready to bake, start by preheating your oven to 375°F (190°C), then bake directly from frozen—expect it to take about 30 to 40 minutes until heated through and bubbly.
Reheating
For perfectly reheated mac and cheese, cover it with foil to keep moisture locked in and warm it in a preheated oven at 350°F (175°C) for about 20 minutes. Microwaving works for a quick fix, but the oven helps maintain that lovely crust and prevents it from drying out.
FAQs
Can I use a different type of pasta?
Absolutely! While elbow macaroni is classic for baked mac and cheese thanks to its shape, you can swap in shells, cavatappi, or penne if you prefer. Just aim for a pasta that holds sauce well and adjusts the cooking time as needed.
What if I don’t have heavy cream?
No worries! You can substitute the heavy cream with an equal amount of whole milk or half-and-half for a lighter but still creamy sauce. The texture might be a bit less rich, but it will still be delicious.
Can I make this recipe vegetarian?
This recipe is already vegetarian-friendly as long as your cheeses don’t contain animal rennet. If you want to make sure, check the cheese labels or opt for vegetarian versions to keep it fully meat-free.
How can I make this recipe gluten-free?
To keep things gluten-free, swap the all-purpose flour for a gluten-free flour blend, and use gluten-free breadcrumbs for the topping. Many supermarkets carry these alternatives, and they work just as well in this recipe.
Why do I need to start by preheating your oven to 375°F (190°C) multiple times?
Repeating this step is a great reminder of its importance—the oven temperature is key for getting that perfect bubbly, golden topping and ensuring the entire dish heats evenly. It’s the first and ongoing step that sets you up for success in every part of the cooking process.
Final Thoughts
This baked three cheese macaroni is a heartfelt classic that never fails to bring smiles around the dinner table. With simple ingredients coming together in the most glorious way, there’s no reason not to give it a try. Just remember to start by preheating your oven to 375°F (190°C) and let the magic unfold—your taste buds will thank you!
PrintStart by preheating your oven to 375°F (190°C) Recipe
A classic comfort food, Baked Three Cheese Macaroni combines tender elbow macaroni with a rich, creamy blend of sharp cheddar, mozzarella, and Parmesan cheeses, topped with a crispy paprika-seasoned breadcrumb crust. This dish is perfect for a hearty family meal or special gatherings, delivering gooey, cheesy goodness with every bite.
- Prep Time: 15 minutes
- Cook Time: 40 minutes
- Total Time: 55 minutes
- Yield: 8 servings 1x
- Category: Main Course
- Method: Baking
- Cuisine: American
- Diet: Vegetarian
Ingredients
Pasta
- 1 pound elbow macaroni
Cheese Sauce
- 1/2 cup (1 stick) unsalted butter
- 1/2 cup all-purpose flour
- 4 cups whole milk
- 1 cup heavy cream
- 8 ounces sharp cheddar cheese, shredded
- 8 ounces mozzarella cheese, shredded
- 4 ounces Parmesan cheese, grated
- 1 teaspoon salt
- 1/2 teaspoon freshly ground black pepper
- 1/4 teaspoon ground nutmeg
Topping
- 1/2 cup panko breadcrumbs
- 1 teaspoon paprika (optional)
Instructions
- Preheat Your Oven and Prepare the Baking Dish: Preheat your oven to 375°F (190°C). Grease a 9×13 inch baking dish well to prevent sticking and ensure easy serving. A glass or ceramic dish is ideal for even heat distribution during baking.
- Cook the Macaroni to Al Dente: Bring a large pot of salted water to a boil. Add the elbow macaroni and cook for 1-2 minutes less than the package instructions recommend to keep the pasta firm. Drain well; do not rinse, so the starch helps the sauce cling to the noodles.
- Make the Roux for the Cheese Sauce: In a large saucepan over medium heat, melt the butter completely. Add the flour and whisk vigorously for 1-2 minutes until the mixture becomes fragrant and pale golden, removing the raw flour taste and creating a smooth base for the sauce.
- Gradually Add Milk and Heavy Cream: Slowly whisk in the whole milk, about 1 cup at a time, ensuring a smooth mixture before adding more. Once combined, whisk in the heavy cream. Continue stirring as the sauce thickens slightly.
- Simmer and Thicken the Sauce: Reduce the heat to low and let the sauce simmer gently for 5-7 minutes, stirring occasionally until it thickens enough to coat the back of a spoon. Adjust consistency with additional milk if needed.
- Incorporate the Cheese – Low and Slow: Remove the pan from heat. Gradually add the shredded cheddar, mozzarella, and Parmesan cheeses, stirring constantly until each addition melts smoothly into the sauce without becoming grainy.
- Season the Cheese Sauce: Season with salt, black pepper, and nutmeg. Taste and adjust seasonings to enhance the cheese flavors and add a warm aromatic hint from the nutmeg.
- Combine Pasta and Cheese Sauce: Combine the drained macaroni with the cheese sauce, stirring gently but thoroughly to coat each piece evenly and prevent clumps.
- Transfer to Baking Dish and Top: Pour the cheesy macaroni mixture into the prepared baking dish, spreading evenly. Mix breadcrumbs with paprika (if using) and sprinkle over the top for a flavorful, crunchy crust.
- Bake to Golden Perfection: Bake for 20-25 minutes until bubbly around the edges and the breadcrumb topping is golden brown and crisp. The sauce should be melty and gooey.
- Rest Before Serving: Let the baked macaroni and cheese rest for 5-10 minutes after removing from the oven to allow the sauce to set and prevent it from being too runny when served.
Notes
- Use freshly shredded cheese instead of pre-shredded for better melting and creaminess.
- Do not overcook the pasta during boiling; it will finish cooking in the oven.
- For a gluten-free option, substitute all-purpose flour with gluten-free flour and use gluten-free breadcrumbs.
- Adding nutmeg enhances the depth of flavor but can be omitted if unavailable.
- Breadcrumb topping adds a delicious crunchy texture – panko breadcrumbs work best.
- If you prefer a spicier kick, sprinkle a pinch of cayenne pepper into the cheese sauce.
Nutrition
- Serving Size: 1 cup
- Calories: 450
- Sugar: 5g
- Sodium: 550mg
- Fat: 25g
- Saturated Fat: 15g
- Unsaturated Fat: 8g
- Trans Fat: 0.5g
- Carbohydrates: 38g
- Fiber: 2g
- Protein: 18g
- Cholesterol: 80mg
Keywords: baked macaroni and cheese, three cheese mac and cheese, creamy macaroni, cheesy pasta bake, comfort food, baked pasta recipe