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Creamy Macaroni and Cheese with Crunchy Topping

Creamy Macaroni and Cheese with Crunchy Topping

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Meanwhile, melt butter in 3-quart saucepan over low heat. Stir in flour, salt, pepper, mustard and cayenne powder. Cook over medium low heat, stirring constantly, until mixture is smooth and bubbly. Then, remove the pan from heat and stir in the milk. Return the pan to the burner and heat to boiling, stirring constantly. Once boiling, stir for one minute and then remove from heat. Stir in the cheese, and cook until it's melted and smooth.

Creamy & Crunchy Mac and Cheese

The creaminess from the cheese and the crunchy from the topping make this a perfect winter comfort meal.


  • 1 pound Elbow Macaroni
  • 2 cups Warm Milk (Whole Or 2%)
  • ½ sticks Unsalted Butter
  • 3 Tablespoons All-purpose Flour
  • 5 cups Shredded Cheddar Cheese
  • 1 teaspoon Seasoned Salt
  • ½ teaspoons Ground White Pepper
  • 1-½ teaspoon Dry Mustard
  • 1 teaspoon Garlic Powder
  • 1 teaspoon Onion Powder
  • ½ cups Crushed Corn Flakes


Spray a 13″ x 9″ baking dish with butter flavored non-stick cooking spray.

Bring a large pot of water to a boil and add some salt. This will be your pasta water

Just before the water starts to boil, begin making your cheese sauce in a separate pot:

In a Pyrex measuring cup, measure out 2 cups of milk and put in microwave on high. Heat for four and a half minutes. You want the milk warm and steamy but not boiling hot.

In the separate pot, throw in the butter and melt, watching the heat so it doesn’t burn. Once melted, add in the 3 Tablespoons of flour and whisk together quickly. You want to do this quickly so you end up with a nice smooth consistency, not lumpy and grainy. As soon as the milk is heated, pour it into your butter and flour mixture and whisk until smooth. Add in four cups of the shredded cheese and stir well until smooth. Remove from heat and set to the side.

Dump the macaroni into the boiling water and cook through until just “almost” done. Mine took less than 6 minutes to reach this stage. Once done, strain the macaroni and add it to a large mixing bowl. Immediately dump in all the dry ingredients EXCEPT the corn flakes, into the macaroni, and stir well. Add the cheese sauce mix and stir until fully combined.

Pour this into your baking dish and top with the crushed cornflakes, followed by the reserved cup of shredded cheese. Place into your hot oven and bake for 10 to 12 minutes, or until bubbly and the top has achieved a golden crust.

NOTE: I buy and shred my cheese for this because I think it makes for a creamier sauce. This time I used regular sharp cheddar, but in the past I have mixed it up using half cheddar and half Colby, or Monterey Jack.

Also, if you like more of a crunch on the topping, you can up the crushed corn flakes to 3/4 of a cup.

Crunchy Macaroni and Cheese

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For kids and adults who are big macaroni and cheese lovers, our baked dish of Crunchy Macaroni and Cheese is pure heaven. With the addition of the crackers on top, it becomes a crunchy, creamy delight!

What You'll Need

  • 1 (16-ounce) package elbow macaroni
  • 3 / 4 cup (1-1/2 sticks) butter, melted, divided
  • 4 cups (16 ounces) shredded sharp Cheddar cheese
  • 4 eggs, beaten
  • 3 cups milk
  • 1 / 2 teaspoon salt
  • 1 / 2 teaspoon black pepper
  • 24 saltine crackers, coarsely crushed

What to Do

  1. Preheat oven to 350 degrees F. Coat a 1.5-quart or 9- x 13-inch baking dish (see Notes) with cooking spray set aside.
  2. Cook macaroni according to package directions drain, rinse, and drain again.
  3. In a large bowl, combine macaroni, 1/2 cup butter, the cheese, eggs, milk, salt, and pepper. Spoon into prepared baking dish.
  4. Lay crackers in a single layer over top of casserole and drizzle with remaining 1/4 cup melted butter.
  5. Bake 35 to 40 minutes, or until heated through and top is golden.


  • This also makes a great main dish that can serve 4 to 6 people. If you prefer, you an use 6 individual baking dishes. If you love the dish we've used in the photo, then check out our entire collection of bakeware and serveware and order your own!
  • You may want to use unsalted crackers if you're cutting down on your salt intake.
  • If you enjoyed this recipe, be sure to check out Easy Pasta Bake Recipes: 24 Ultimate Pasta Casseroles.
  • Want even more macaroni recipes? Check out our collection of 22 Best Mac and Cheese Recipes.
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Ratings & Comments

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have make the recipe before and only changes it with cornflakes on top and returned back to oven to brown top

next time use corn flakes on top and then return to oven to brown.

I gather you all are fairly young. I am 77, make a three or four cheese Mac & Cheese with coarsely crushed crackers as did my mother before me. The crushed crackers on Mac & Cheese is a very old way of making it.

That really does NOT sound appealing at all!! Crackers on top of noodles! Thats a starch with a starch! If you like a crunchiness add a crumble of bread crumbs and bacon. Or crush some fresh nuts and bake. Anything but another starch. Just saying.

Wouldn't bread crumbs be a "starch with a starch" also? I think the cracker crumbs sounds good with the little saltiness of them. I have put them on tuna noodle cassaroles and they are yummy!

I personally like/use canned French-fried onions rings on one-dish casseroles, added the last 3-4 mins. of baking. It's All Good!

Why make a negative comment before you even try the recipe?

I would rather make my own mac cheese - make it with 4 cheeses and bake then spread a little cheese on top . . . no crackers in this great dish - not "dissing" Mr. Food, my family just prefers my recipe instead of his . . .

Why not share your recipe? I have yet to find a mac n cheese recipe that I like. They are usually too dry, tasteless or have a starchy taste from thickening the sauce with flour. And I've tried a version with eggs, like this one, and it was Oh Sooo NOT good!

If you'd rather make your own, why put a negative comment on theirs?

Sounds delicious! I think I'd prefer using oyster cracker.

very good. cook noodles al dente

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Tips for Making Macaroni Pie from Barbados

This recipe is so simple to follow, but here are a few suggestions to make sure your macaroni and cheese is perfectly creamy with that crave-worthy crunchy top:

  1. I used Italian Trottole for this version, but you can choose another pasta if you prefer. It’s just wise to use something that is nice and hearty, like large elbow macaroni.
  2. Sharp cheddar cheese is my favorite, but feel free to try different cheeses and mix up the flavors! Let me know in the comments any fun combinations you discover.
  3. If you don’t have honey mustard you can swap with whatever mustard you do have like stoneground or Dijon. Your pie won’t be quite as sweet but will still have that yummy savoriness.
  4. Try adding a bit of thyme and/or marjoram to make this macaroni pie more authentically Barbadian!
  5. For an extra crunchy crust, gently spray the breadcrumbs on top of the pie with cooking oil before baking.
  6. This macaroni pie will keep well in the fridge for up to 4 days. It can also be frozen for up to 3 months once completely cooled and sealed in an airtight container.

If you are at all a fan of macaroni and cheese, you’ve got to try making this dish for yourself!

And if you enjoyed this noodle recipe, be sure to also try this Vegemite Pasta from Australia or this Armenian Mantiabour. Please and thanks for leaving a comment on the blog post to let me know what you think!

Make Ahead Macaroni and Cheese

You can prepare the macaroni and cheese up to the point of baking and let it sit at room temperature for up to two hours. If you want it to keep longer, you can refrigerate it for up to one day. Either let the macaroni and cheese come to room temperature before baking or, if you’re taking it straight from the refrigerator, add about fifteen minutes to the baking time.

Also, you can wrap the macaroni and cheese very well with aluminum foil and freeze it for up to three months. Either defrost it in the fridge (this takes about twenty-four hours), or add about thirty minutes to the baking time— leave the foil on the casserole for the first thirty minutes of baking so the top doesn’t get too brown.

No matter what, if you’re going to refrigerate or freeze the dish before baking, hold off on the panko topping. It’s best if you add it just before baking.

  • Author: Lynette
  • Prep Time: 15 minutes
  • Cook Time: 30 minutes
  • Total Time: 45 minutes
  • Yield: 12 1 x
  • Category: Side Dish
  • Method: Oven
  • Cuisine: American


The combination of sharp cheddar cheese and Velveeta make this creamy baked mac and cheese a true family favorite! Baked with a crumbly topping on a homemade cheese sauce with elbow macaroni, this delicious side dish is baked for only 30 minutes!


  • 16 oz elbow macaroni
  • 6 Tablespoons salted butter, divided
  • &frac13 Cup all-purpose flour
  • 2 Cups milk
  • 12 oz evaporated milk
  • 1 teaspoon salt
  • 2 Cups cheddar cheese, shredded
  • 2 Cups Velveeta
  • ¾ Cup Italian bread crumbs


  1. Preheat oven to 350˚ F.
  2. In a large stockpot, boil water. Add elbow macaroni and cook until al dente following package directions. Drain and set aside.
  3. While the pasta is cooking, in a medium stockpot melt 6 Tablespoons of butter over medium heat. Add the flour and stir until well combined. Add the salt, milk and evaporated milk and bring to a simmer. Let simmer stirring constantly until it starts to thicken. Add the cheese and stir until melted. Turn off the heat.
  4. Return the drained elbow macaroni to the empty large stockpot. Pour the cheese sauce over the macaroni and stir until combined.
  5. Pour the mac and cheese into a 9×13 greased pan. Take the remaining 2 Tablespoons of butter and melt it. Stir in the bread crumbs into the melted butter. Sprinkle over the mac and cheese.
  6. Bake in a 350˚ F oven for 30 minutes. Serve immediately.


Make Ahead: If you want to make this recipe ahead of time, I suggest making the cheese sauce and then refrigerating it until ready to combine with the cooked pasta. Reheat over the stove on low stirring constantly. Add the al dente elbow macaroni and follow directions as shared.

Freezer: This recipe freezes well! While the macaroni and cheese wont&rsquo be as creamy, it maintains it&rsquos same great flavor. Reheat by microwaving on 50% power until hot.

Leftovers: Store the leftover macaroni and cheese in a covered container in the refrigerator for up to 3 days.


  • Serving Size: 1 cup
  • Calories: 337
  • Sugar: 5.1
  • Sodium: 237.1
  • Fat: 14.3
  • Carbohydrates: 38
  • Protein: 13.6
  • Cholesterol: 37.9

Keywords: creamy baked mac and cheese, baked macaroni

Comfort Food

What do you think of when comfort food comes up? I bet macaroni and cheese is at the top of the list. So homey and a family favorite for many. If serving ham for the holidays this dish would be an amazing accompaniment. Rich and creamy and full of wonderful ingredients.

Furthermore, Macaroni and Cheese dates back to the 14th century and is loved world over. Many recipes have grown on this classic but besides a little Parmesan cheese I stuck with the standard cheddar. An easy dish that anyone can accomplish with following the directions. A great recipe to start with if you are new to the kitchen.

Including Kids in the Kitchen

  • Bringing kids into the kitchen teaches them about healthy eating and gifts them an important life skill. It’s also a great opportunity to bond as a family, especially if parents work outside the home and have limited time together during the week.
  • Kids are more likely to be adventurous with food choices if they feel pride in helping to make a dish.
  • Veggies are pureed into a sauce and used to make this creamy macaroni and cheese. It’s good for kids to think vegetables are a “normal” ingredient in meals. Don’t hide the veggie puree!
  • Younger kids can help measure and pour ingredients, and love helping to stir the pot. Even making a young child the official “taste tester” is an important job.
  • Older kids can help peel and chop veggies, and will love getting to add the cheese, broccoli and breadcrumbs to the top of this dish. Who cares if breadcrumbs end up on the floor!

What is the best pasta for mac n cheese?

The classic choice of pasta in almost every mac n cheese recipe is elbow pasta. You can also use shell pasta, cavatappi, radiatori, campanelle, but I also like to use fusilli. Basically any type of pasta that has holes or nooks so the cheese can stick to it.

What can I put in my mac n cheese?

Other than cheese, this mac n cheese recipe calls for bacon or prosciutto. You can use any type of cured meat to put on top, or in the sauce. Fried bread crumbs with cured meat is the best topping, if you want that crunchy flavor. You can also add some veggies in mac n cheese, like broccoli or mushrooms. But, the classic version is always the best choice.

Can I make mac n cheese without milk?

Instead of milk, you can use half and half to make cheese sauce for mac and cheese. Some recipes call for both milk and cooking cream (half and half). For this mac n cheese recipe, milk is good enough because the focus is on different cheese types. Milk is more natural than cooking cream so it doesn’t change the flavors of cheese.

Do you put egg in mac n cheese?

Using eggs in mac n cheese can change the texture and flavor completely. If the cheese you use has mild taste, you can put eggs to get that stronger flavor. But have in mind that putting eggs in mac n cheese can make the sauce curdle.

Why is my mac n cheese gritty?

When you cook the sauce for macaroni, don’t put all the cheese at once to prevent it from becoming gritty. Always shred the cheese and cook it at lower heat. Remove the pot from the stove to add cheese, don’t add it to the boiling sauce.

Why is my mac n cheese dry?

You didn’t put enough cheese or milk. You can try to fix it by adding more grated cheese and milk, and bake it for additional 10 minutes or so.

How do I know when mac n cheese is done?

When the top gets golden color and most but not all of the sauce is evaporated, your mac and cheese is done. Don’t worry if there is little liquid left, macaroni will absorb it eventually. You don’t want to eat dry macaroni and cheese, believe me.