Best Macaroni And Cheese Ever

What makes this macaroni and cheese so special?

Four things…

  • First, it has a healthy amount of gruyere, which makes it smell slightly funky, but taste wonderfully nutty and rich.
  • Second, the butter-sauteed homemade breadcrumbs on top create one of the most wonderful crusts in the world.
  • Third, the inclusion of a little cayenne pepper adds a little background heat, without making the dish read as spicy.
  • Finally, unlike the way Martha does it, I like to use cavatappi pasta instead of elbows. Cavatappi pasta is like an elbow, only repeated several times for more substance.

If you are looking for a Mac and Cheese recipe with seafood in it, you may want to check out our lobster version which is still pretty amazing.

Ready to crawl inside your face and kick your tongue’s butt?

World's Greatest Macaroni and Cheese
Lots of macaroni and cheese recipes claim to be the best. This one actually is.
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6784 calories
541 g
1122 g
370 g
317 g
226 g
2877 g
10890 g
92 g
5 g
122 g
Nutrition Facts
Serving Size
Amount Per Serving
Calories 6784
Calories from Fat 3252
% Daily Value *
Total Fat 370g
Saturated Fat 226g
Trans Fat 5g
Polyunsaturated Fat 19g
Monounsaturated Fat 103g
Cholesterol 1122mg
Sodium 10890mg
Total Carbohydrates 541g
Dietary Fiber 21g
Sugars 92g
Protein 317g
Vitamin A
Vitamin C
* Percent Daily Values are based on a 2,000 calorie diet. Your Daily Values may be higher or lower depending on your calorie needs.
  1. 8 tbsps (1 stick) salted butter, plus more for dish
  2. 6 slices white bread, crusts removed, torn into 1/4 to 1/2-inch pieces
  3. 5 1/2 cups milk
  4. 1/2 cup all-purpose flour
  5. 2 teaspoons salt
  6. 1/4 teaspoon freshly grated nutmeg
  7. 1/4 teaspoon freshly ground black pepper
  8. 1/4 tsp cayenne pepper, or to taste
  9. 4-1/2 cups (18 oz) sharp cheddar cheese, grated
  10. 2 cups (8 oz) Gruyere cheese, grated
  11. 1-lb cavatappi or elbow macaroni
  1. Heat the oven to 375 degrees F. Butter a 3-quart casserole dish; set aside.
  2. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour butter into the bowl with bread, and toss. Set bread crumbs aside.
  3. 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. While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick. Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 1/2 cups Gruyere; set cheese sauce aside.
  4. 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.
  5. Stir macaroni into the reserved cheese sauce. Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups cheddar cheese, 1/2 cup Gruyere, and bread crumbs over top.
  6. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.

Malcolm Bedell is co-author of the critically acclaimed "Eating in Maine: At Home, On the Town, and On the Road," as well as the junk food blog "Spork & Barrel," and "Brocavore," a blog about food trucks and street food culture. His contributions include Serious Eats, Down East, Eat Rockland, L.A. Weekly, The Guardian, and The Huffington Post and his food truck, "'Wich, Please," was named "Hottest Restaurant in Maine" for 2015 by Eater. Finally, he finds it very silly to be trying to write this in the third person.


    1. So Malcolm,
      I’ve made this again and a made just a couple alterations —

      1) Cut nutmeg to a pinch
      2) Add chipolte chilis in adobo sauce to the sauce before the cheese…
      3) When melting the butter for the bread crumbs add 1 clove of garlic, minced

      I like heat so I kept all of the the peper and the cyenne…and the chipolte added a bit of smoke…

      Great recipe…I can feel the waist line growing!

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  1. That photograph is probably illegal in certain states! OMG…totally, completely, incredibly WANT right this minute but have none of this in the house at this time of night. Augh! The smoked paprika sounds like a fabulous addition…mmm…

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