Brown Butter Mac and Cheese
on Nov 08, 2026
There’s just something about a big, bubbling dish of Brown Butter Mac and Cheese that feels like a warm hug 🥹! This baked mac and cheese is everything comfort food should be: cheesy, creamy, and absolutely irresistible with a crunchy golden topping. Use cavatappi or elbow macaroni, keep it classic with sharp cheddar 🧀, or mix in your favorite cheeses to make it your own. Finish it with crunchy panko breadcrumbs or simply broil it until golden and bubbly. The hardest part? Letting it rest for 10 minutes before digging in 😂.
Key Takeaways
- Brown Butter Mac and Cheese is the ultimate comfort food, featuring a rich and creamy cheese sauce paired with a golden, crunchy topping.
- The recipe works best with cavatappi or elbow macaroni, cooked slightly al dente, and a blend of up to 3 cups of cheese — with sharp cheddar as the go-to choice.
- The key to a perfectly creamy sauce lies in mastering a simple butter-and-flour roux as the base. Optional seasonings like nutmeg or paprika add extra depth of flavor.
- The hardest part? Waiting 10 minutes after baking before digging in!
Choose Your Pasta and Cheese
If you know me, you know I’m all 👏 about 👏 the pasta 👏! So let’s talk about what works best for a perfectly creamy, cheesy bite!
🍝 The Pasta: I love cavatappi, which is a corkscrew-shaped pasta with little twists that grab onto all that delicious cheese sauce. Classic elbow macaroni is another great option! Just be sure to cook your pasta 1 to 2 minutes less than the package instructions since it will continue cooking in the oven.
🧀 The Cheese: You can’t go wrong with sharp cheddar for that nostalgic mac and cheese flavor. Or try different cheeses, like Mozzerella, Swiss, Gruyere, and Pepper Jack. The key is to stick to 3 cups of cheese total to keep the sauce-to-pasta ratio balanced. (I personally wouldn’t use Parmesan, pecorino, or other strongly aged cheeses as the main cheese because they can overpower the other flavors.)
How to Get That Creamy Cheese Sauce
The secret to creamy baked mac and cheese starts with the roux! Don’t let it intimidate you. It’s simply butter 🧈 and flour cooked together to help thicken the sauce.
The secret to a great roux? Patience. Stir frequently to keep it from burning until it develops into a thick, smooth, golden-brown paste. (Add a pinch of nutmeg or paprika before adding the flour for another layer of flavor. It’s totally optional, but sooo worth it!)
Next, pour the milk 🥛 in all at once and start whisking immediately! The goal is to incorporate the roux completely so you have a smooth mixture without any floury lumps.
Finally, add your shredded cheese one cup at a time, whisking until each addition has melted before adding the next. This helps everything blend into a smooth, cheesy sauce 🧀.
Pick Your Topping
Go crunchy with toasted breadcrumbs 🥖 or keep it classic with a golden, bubbly top. Both options are delicious, but they have slightly different baking instructions.
Crispy Panko Topping
If you love a little crunch, this one’s for you! Mix ¾ cup panko breadcrumbs with 1½ tablespoons melted butter. Bake the mac and cheese covered for 25 minutes, then remove the foil, sprinkle the buttered breadcrumbs over the top, and broil for about 2 to 3 minutes until beautifully browned. I prefer panko over Italian breadcrumbs because the larger crumbs give us that extra crunch! You can even mix in a little fresh or dried thyme 🌿 or rosemary for extra flavor.
Golden and Bubbly Without Breadcrumbs
Not a breadcrumb fan? No problem! Bake the mac and cheese 🧀 covered for 20 minutes, then remove the foil and broil for about 2 to 3 minutes until the top is golden and bubbly. No extra cheese topping is needed – but it’s totally fine to add if you prefer!
Nonna’s Tip ♨️
The broiler works FAST, so keep a close eye on your mac and cheese! Rely on visual cues rather than time alone. You’ll know it’s done when the edges are bubbly and the top is golden.
Serving and Doubling Baked Mac N Cheese
- I love pairing baked mac and cheese with my Simple Green Salad 🥗 for something fresh and crunchy on the side.
- Planning a holiday dinner? Serve it alongside my Easy Thanksgiving Turkey 🦃 for a classic spread.
- If you’re craving mac and cheese but don’t feel like turning on the oven, try a differernt recipe! My stovetop Mac and Cheese 🧀 is ready in just 20 minutes.
- Feeding a crowd? You can double this recipe and divide it between two baking dishes or use one larger dish. Just keep in mind that a deeper dish may need additional baking time.
More Classic Holiday Recipes
Common Questions
What cheese can I use besides sharp cheddar?
Use a blend of shredded cheeses such as Gruyere and Pepper Jack, or include mozzarella or Swiss. Keep the total at three cups.
Why do I cook the pasta less before baking?
The pasta continues cooking in the oven. Stop boiling about 1 to 2 minutes before al dente, then drain it before mixing with the cheese sauce.
Can I double this recipe?
Yes. You can use two baking dishes or one larger baking dish. Keep in mind that a larger or deeper dish can change the cooking time.
Brown Butter Mac and Cheese
Ingredients
- 3 cups cavatappi or elbow macaroni
- 3 tablespoons butter, plus more for greasing the pan
- pinch of grated nutmeg, optional
- pinch of sweet paprika, optional
- ½ teaspoon salt , to taste
- ¼ teaspoon pepper, to taste
- 3 tablespoons all-purpose flour
- 2 ½ cups whole milk
- 3 cups shredded sharp cheddar, or a mix of shredded cheeses
Crispy Topping (Optional)
- 1 ½ tablespoons butter
- ¾ cup panko breadcrumbs
Instructions
- Preheat the oven to 350F (177C). Lightly grease a 9×9 inch or 10×10 inch baking dish with butter.
- Cook the pasta in a large pot of boiling salted water, according to the directions on the label. Cook until al dente, about 1 to 2 minutes before the suggested cooking time. The pasta will continue to cook a bit more while it bakes. Drain and set aside.
- Melt the butter over medium-low heat in a heavy-bottomed pot until it's lightly golden and smells nutty. Be careful not to burn it and stir often.
- Add the nutmeg and paprika (if using) and season with salt and pepper. Add the flour, and stir, until a thick, smooth, and golden brown paste forms.
- Reduce the heat to medium-low and add the milk all at once, whisking immediately, to incorporate the milk into the roux, ensuring no lumps remain.
- Increase the heat to medium and add the cheese 1 cup at a time, whisking as you add and waiting for the cheese to melt before adding the next cup. Cook until the cheese sauce is smooth and no lumps remain.
- Add the cooked pasta to the cheese sauce, stir well to combine, then transfer to the buttered baking dish, cover tightly with foil, and bake in the oven for 25 minutes, until the cheese is bubbling.
- Note: if you don't want a breadcrumb topping at the very end, feel free to top with more cheese and bake all together until bubbly.
- While the macaroni and cheese bakes, melt the butter. Place the breadcrumbs in a bowl and pour the butter over. Mix well.
- When the Mac and cheese is done, remove the foil and sprinkle the breadcrumbs evenly on top. Turn the broiler on high. Return the dish to the oven and broil until the breadcrumbs are browned all over, 2 to 3 minutes.
- Let the mac n cheese sit for 10 minutes at room temperature before serving.
Nonna’s Notes
- Sharp cheddar adds classic mac n cheese flavor, but you can also use a combo of any of your favorite grated cheeses, such as Gruyere, mozzarella, Pepper Jack, or Swiss. (Parmesan, pecorino, and other aged cheeses can have too strong of a flavor and overpower the dish.)
- The color and material of your baking dish matter. Dark-colored baking dishes absorb heat faster, which means the mac n cheese may be done sooner. Light-colored baking dishes reflect more heat, and may result in a more even bake. Glass dishes heat slower than ceramic.
- Panko breadcrumbs are larger than Italian breadcrumbs and add more crunch.
- You can make this vegan by using vegan butter, milk, and shredded cheese.
- You can make this gluten-free by using a gluten-free pasta and cooking until just al dente and using a gluten-free cup-for-cup flour in the roux. Omit the breadcrumbs.
- You can also add herbs to the breadcrumb topping: fresh or dried thyme or rosemary.
My Notes
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.
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Super creamy and flavorful! I added gruyere and mozz to mine, and it was delish!
Absolutely incredible! I’ve been searching for the perfect mac and cheese recipe for Thanksgiving this year… and this is it! Can’t wait!