Name: The Ultimate Baked Mac and Cheese Gratin
Prep time: 10 min
Cook time: 60 min
Total time: 80 min
Ingredients: 1 pound Small Shell Pasta (1 box); ½ cup Butter (1 stick, divided); 4 tbsp All-purpose flour; 2 cups Whole milk; 8 ounces Cream Cheese (1 block); 3 cups Heavy Cream; 1½ tsp Kosher Salt (or to taste, plus more for boiling pasta); ¼ tsp white pepper; ⅛ tsp Nutmeg (fresh grated); 6 cups Fontina cheese ((about two 8 oz blocks) grated, divided, see note 8); 4 cups Sourdough Bread (sliced, about 3-4 slices, cut into ½ inch cubes); ¼ cup Olive Oil; 1 tsp Italian Seasoning (or Herbs de Provence)

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This is the ultimate baked mac and cheese recipe! This "au gratin" style mac and cheese is creamy, with a decadent and smooth sauce coating pasta shells and cheese. It's topped with homemade smashed croutons for a nice creamy, crunchy balance.

It's over-the-top decadent and hopefully your new favorite mac and cheese recipe! Make extra croutons and serve this with my yummy Caesar salad.

A casserole dish filled with baked mac and cheese with a serving spoon.

I've been making this baked mac and cheese every year for Christmas for my family, and they can't wait for it! We like to serve this with surf and turf, Caesar salad, a vegetable like these roasted Brussels sprouts or this crispy broccolini. It makes for a fantastic holiday meal.

I created this recipe almost 20 years ago. Inspired by the macaroni gratin at Bistro Ralphs in Healdsburg, CA (which is sadly no longer there). They topped theirs with Manchego cheese..yum. More on that later.

I wanted to create a foolproof creamy, baked mac and cheese recipe that could serve a small group or a large crowd. I have served this mac and cheese at large weddings for 200-plus people and small intimate dinner parties. It's always a hit!

My friends and family have been waiting for me to share this recipe for years...I'm excited to share this recipe with you!

Why You'll Love This Recipe

Creaminess perfected. No gritty cheese texture here! This mac and cheese is made gratin-style. This method prevents the cheese from curdling in the cream sauce, which can create a gritty texture.
Easy step-by-step instructions. Photos for every step of the process so you know exactly what it's supposed to look like.
Uses exactly one box of pasta. No leftover pasta or cream cheese! We are using a pound of pasta and a whole block of cream cheese.
Make ahead instructions. You can prepare this the night before, then, right before baking, top it with cheese, the smashed croutons and bake!
Perfect special occasion side dish. This recipe is creamy, cheesy, and SUPER decadent! I always joke with my family that this dish comes with a heart attack warning label. We only serve it once per year because it is so rich. BUT this is also what makes it so special.

Secrets to Foolproof, Creamy Baked Mac and Cheese Gratin

Cook the pasta just shy of al dente. Taste the pasta while it boils. Make sure it has a little salt flavor, if not, add more salt to the pasta water. It's ready when it has a little bite but no longer tastes raw. It will cook more while it bakes.
Season well. - Season both the pasta water and cream sauce well. The sauce should taste just a little saltier than you would want it. The pasta will absorb some salt during the baking process.
Don't skip the cream cheese. The cream cheese thickens the cream sauce, but also binds the sauce together. Cream sauces can break (turn into oily messes when cooked at a high temperature), using the cream cheese ensures the sauce will stay creamy when baked in the oven without getting oily and chunky.
Don't skip the heavy cream. Part of what makes this recipe so good is the extra heavy cream used in the sauce.
Mix the cheese with the pasta, not with the sauce. This is one BIG secret to creamy mac and cheese without a gritty texture.
Make your croutons. You can use store-bought croutons if you want, but they won't be as good. Trust me, take the time to make the croutons. It only takes a few extra minutes and is well worth your time.
The cheese you use matters! I have found that a semi-soft fontina cheese works the best in the recipe. Many cheeses don't melt well and will ruin the texture of your mac and cheese. See cheese recommendations below for a few more ideas.

Best Cheeses to use for Mac and Cheese

Use cheese in blocks or wedges and grate it yourself. Pre-shredded cheese is covered in anti-caking agents and can create a gritty texture.

Semi-soft fontina (domestic): The one I always use for this recipe! It's mild in flavor and super creamy. There is zero gritty texture with this cheese. You can find it at Trader Joe's. It has a red wax coating. I find it's the best quality for the price.
Medium cheddar or mild cheddar. Don't use sharp cheddar, unless you just put it on top. Sharp cheddar can get gritty.
Colby Jack
Monterey Jack
Semi-soft swiss.

Ingredients You'll Need

Ingredients needed to make creamy mac and cheese on a black background.

Small pasta shells or elbow pasta. (cooked just under Al dente) I always use shells for this recipe because I like how the shells hold the cream sauce. Elbow pasta works well too.
Butter, divided. To make the roux for the cream sauce and dollop on top of the casserole before it's baked.
Flour - all-purpose. I haven't tried using any other type of flour for this recipe. The flour is used to make the roux that thickens the cream sauce, aka bechamel.
Whole milk
Cream cheese
Heavy Cream
Fontina cheese in wedges (from Trader Joe’s). Buy in blocks or wedges. Two wedges are all you need for this recipe. Don't use pre-shredded cheese. Pre-shredded cheese is coated in anti-caking agents and can alter the texture of the mac and cheese.
Salt, to taste
White pepper, to taste. The classic pepper used in white French sauces, like this creamy bechamel. It has a softer, warmer spice flavor than black pepper.
Nutmeg, to taste. Another classic seasoning for cream sauces.

For the croutons

Sourdough bread Sliced
Olive oil
Italian seasoning or herbs de Provence

How to make this Baked Mac and Cheese

Make the croutons:

How to make croutons for the crispy topping.

Preheat the oven to 375F and adjust rack to center.
Cut the bread into ½-inch cubes and spread them on a baking sheet. Drizzle with olive oil, then sprinkle with Italian seasoning. Using clean hands, gently squeeze the oil and seasoning into the bread cubes. Arrange them in a single layer and bake for 15–20 minutes, flipping halfway through, until they are golden and crisp.

Cook and cool the pasta:

Cook the pasta according to package directions, but just slightly under al dente (it will cook more with the sauce in the oven). Immediately drain, dry, and allow the pasta to cool slightly to prevent carry-over cooking.

Tips for quickly cooling pasta

If you think you may have overcooked your pasta, drain it right away, then spread it out on a sheet pan or two to allow it to cool quickly. (The more spread out the pasta, the faster it cools.) When doing large batches of this mac and cheese, I put the sheet pans of pasta in front of a fan to cool even faster.

Make the cream sauce:

Making roux in a Dutch oven and cream sauce.

In a large saucepan or Dutch oven, cook equal parts butter and flour over medium heat to make a pale roux. Be sure to cook for at least 1 minute to get the flour taste out.
While whisking continuously, slowly add the milk and cook over medium until it bubbles and thickens. It should coat the back of a spoon without sliding off.

Working quickly, cut the cream cheese into chunks, add to the sauce, and whisk until smooth.

Adding cream and spices to cream sauce and showing how thick it should be on back of a spoon.

Add heavy cream and drop the temperature to medium-low. Whisk for 1-2 minutes or until the sauce coats the back of a spoon. (You don't want it too thick as it will thicken when cooked with the pasta.)
Turn the heat down to low and whisk in the salt, white pepper, and nutmeg. Taste and adjust seasoning as needed. Then remove from the heat.

Seasoning Tip: Make the sauce a bit saltier than you would normally like, the pasta will soak up some of the salt during the baking process. Continue to whisk while making the sauce so the sauce at the bottom doesn’t burn.

Put the mac and cheese together and bake

Mixing cheese with pasta and pouring cream sauce over the pasta in a baking dish.

Grate the cheese.
In a 9x13 baking dish, using clean hands, mix the cooled pasta with 3 cups of shredded fontina cheese.
Carefully pour the cream sauce over the pasta. Using a wooden spoon, gently mix to ensure all the pasta is covered in the sauce.

Smashing breadcrumbs and topping the baked mac and cheese with cheese, croutons and butter.

Add the croutons to a zip lock bag and gently smash with a meat mallet or rolling pin.
In an even layer, top the mac and cheese with 3 cups of shredded cheese, then the smashed croutons. Finally, top with small pats of the remaining butter.
Bake for 25-30 minutes or until bubbly and golden.
Allow to cool for 10 minutes before serving.

Up close shot of baked mac and cheese with breadcrumbs.

More pasta dishes you may enjoy

Spinach and mushroom pasta with a creamy Parmesan sauce.
Spaghetti with garlic chili oil
Vegan mac and cheese

What to serve with Mac and Cheese

Make Ahead, Storage and Reheating Instructions

MAKE AHEAD INSTRUCTIONS: Cook the pasta, and prepare the cream sauce. Prepare as directed in step 6 but don't top or bake it yet. Cover and Refrigerate: Place the unbaked gratin in a tightly covered, oven-safe dish and refrigerate for up to 24 hours. When ready to bake, remove from the refrigerator, continue at step 7, then bake as directed.

TO STORE: Store baked mac and cheese in an airtight container or tightly wrap the dish with plastic wrap. It will keep in the fridge for up to 3–4 days.

TO REHEAT: Preheat the oven to 350°F (175°C). Cover the gratin loosely with foil to keep moisture in. Reheat for 20-30 minutes or until bubbly. Remove the foil for the last 5–10 minutes to crisp up the topping.

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BEST Creamy Baked Mac and Cheese (w/Crispy Topping!)

Why You'll Love This Recipe

Secrets to Foolproof, Creamy Baked Mac and Cheese Gratin

Best Cheeses to use for Mac and Cheese