Homemade Mac & Cheese with Breadcrumbs (VIDEO)

This is a smooth creamy stovetop macaroni and cheese that is quickly finished in the oven to toast the breadcrumbs and crisp the cheese. It’s a quick dish that can be prepared in about 30 minutes.

Mac and Cheese with Toasted Breadcrumbs

Ingredient Notes

  • Cavatappi pasta: I like the corkscrew look of the pasta, but go ahead and use your favorite pasta. Large elbow macaroni, cellentani, and seashell pasta also work well.
  • Butter: I use salted butter, but you can use unsalted butter. Just add salt to taste.
  • Minced garlic: Use cloves of garlic or prepared minced garlic that can be purchased in a jar or squeeze bottle.
  • All-purpose flour
  • Milk: Whole milk is best, but sometimes I use 2% because it’s normally what I keep on hand.
  • Heavy cream: Adding a little heavy whipping cream helps with the creaminess of the cheese sauce.
  • American processed cheese slices: I use Kraft slices. You can use another brand as long as it melts well. I’ve purchased store-brand slices before and couldn’t melt the cheese. Now I just stick with bread.
  • Sharp cheddar cheese: Use block cheese and shred it yourself. The cheese will melt better than packaged shredded cheese that uses an anti-caking ingredient that could leave your sauce tasting a little grainy.
  • Panko breadcrumbs: If you’re looking for a little crunch, add panko. Don’t have any Panko on hand? No worries, regular bread crumbs work well too. They will not produce as crunchy of a topping.
  • Smoked paprika
  • Onion powder
  • Cayenne pepper: This adds a little bite to the dish. If you don’t like spice, leave this ingredient out.
  • Salt & pepper: Add to taste
mac and cheese ingredients

Substitutions And Variations

  • Use a different type of pasta. I’ve definitely used whatever pasta I have on hand at the time I’m craving a good homemade mac and cheese.
  • Don’t want a crunchy topping? leave it off and crisp up the shredded cheese layer under the broiler.
  • Add protein like bacon, diced chicken, or diced ham.
  • Add sautéed vegetables. My favorites are broccoli, cauliflower, peppers, onion, and squash.
  • Make it a little spicy with some cayenne pepper or red pepper flakes.
  • Substitute your favorite cheeses for a different taste. Sometimes I like to use a mixture of sharp cheddar and pepper jack cheese in place of only sharp cheddar. This gives the sauce a little bite.

Mac and Cheese Video: Step-By-Step

Prefer to watch? Check out my tutorial on how to make this creamy macaroni and cheese recipe on YouTube. Subscribe to my channel and hit the notification bell so you’re the first to know when I post a new recipe video.

How to Make Homemade Mac & Cheese with Breadcrumbs

Step 1: Boil the pasta

Fill a large pot with water and add a little salt to the water. Prepare pasta according to the package directions. Cook to al dente or just under al dente (firm but tender). Drain and set aside.

Step 2: Prepare the breadcrumb mixture

Stir Panko breadcrumbs into 1 tablespoon of melted butter. You can melt the butter using a microwave or stovetop.


Step 3: Prep your ingredients

Shred the cheese with a box grater. Then mince the garlic. You can use a knife or a garlic press. Whatever you’re most comfortable with. Chop a little parsley if you’re using it for garnish.

Shred cheese, mince garlic, and chop parsley

Step 4: Make the cheese sauce

Melt the remaining butter in an oven-safe skillet or cast iron skillet over medium-low heat. Add minced garlic. Stir for about 30 seconds until fragrant.

Add flour and whisk together to make a roux. Keep stirring until all of the lumps have been removed. Stir in smoked paprika, onion powder, cayenne pepper, and black pepper.

mac and cheese cheese sauce

Slowly add the milk and continue to stir with the whisk until it starts to thicken. Keep stirring so you don’t burn the mixture. Add heavy cream and continue to stir. Allow the mixture to heat up and simmer for 1 to 2 minutes.

Reduce the heat to low. Slowly stir in the American cheese slices and shredded cheese, leaving a cup of cheese for the topping. Allow it to completely melt into the sauce while continuing to stir. Turn the heat source off.

Step 5: Heat the oven

Turn on the oven to broil. You want to let it heat up for 5-10 minutes before placing the dish in the oven.

Step 6: Stir in the pasta & add toppings

Carefully add in the cooked pasta and mix it into the cheese sauce. Make sure you coat all of the noodles with cheese sauce. If you’re not using an oven-safe pan, transfer the mac and cheese to a casserole dish or another oven-safe dish.

Sprinkle the top with the remaining remaining cheese and the optional Panko breadcrumb mixture.

Step 7: Crisp the breadcrumbs and cheese

Place on the middle rack in the oven for 3-7 minutes until the top crisps to your liking. Some ovens broil hotter than others so just keep an eye on it.

Step 8: Enjoy!

Garnish with parsley and enjoy! Macaroni and cheese is best served hot.

skillet mac and cheese ready to serve

To Make Creamy Mac & Cheese You Will Need:

  • Large pot
  • Cast iron pan or oven-safe skillet: If you don’t have one, use a skillet and then transfer the prepared mac and cheese mixture into a greased casserole dish before placing it into the oven.
  • Cheese box grater
  • Cutting board
  • Knife
  • Whisk
  • Measuring cups and measuring spoons

Steph’s Tips

Don’t leave your cheese sauce unattended on the burner or you may scald it and have to start over. Stir the sauce frequently. Once the cheese is melted, place the burner on low heat.

If you add vegetables or meat. Ensure the meat is fully cooked before adding to the pasta and saute your vegetables until they are tender.

Your sauce may take longer to heat up depending on how cold the liquid and cheese are when added to the skillet. Don’t worry. This won’t affect the taste of the final dish.

Add a little extra milk if your sauce is thicker than you like it. Add a little cheese if the sauce is too thin.

Mac & Cheese Serving Size

If you’re eating mac and cheese as the main dish, this recipe makes two large dinner portions. If you are adding additional topping to the mac and cheese, the dish will serve more. However, as a side, this dish will serve four to six.

  • Main Dish: 2 servings
  • Side Dish: 6 servings

Frequently Asked Questions

Can I use half-and-half instead of milk and heavy cream?

You can, but the consistency may be a little off for the ingredients. If this happens, add a little more half-and-half to thin out the sauce or more cheese to make it thicker.

Do I really need to shred a block of cheese?

You can use shredded cheese you buy from the store, but the sauce may not have a smooth consistency. This is because packaged shredded cheese uses an anti-cake ingredient.

How do I make this recipe gluten-free?

Use gluten-free pasta and gluten-free breadcrumbs.

How long do leftovers last?

I keep any mac and cheese that’s not eaten in the refrigerator for up to 4 days.

Do I need to place it in the oven?

You can skip placing it in the oven and eat the mac and cheese after mixing the pasta in the cheese sauce. If you still want the toasted breadcrumbs, just toast them on the stovetop and then add them on top of the pasta before eating.

Make Ahead Instructions

The cheese mixture thickens if you make this ahead of time. While it still tastes good when reheated, I wouldn’t fully prepare this ahead of time.

However, you can do these things ahead of time to save time while preparing:

  • Prepare the pasta using the instructions provided until they are al dente. They should be firm and tender. Do not overcook. Drain and pour onto a cookie sheet to cool. Once cool, place it in a container or storage bag and place it in the refrigerator.
  • Shred the blocks of cheese. Place it in a storage bag and then store it in the refrigerator until you are ready to use it.

Storage & Reheating Suggestions

  • Refrigerate leftovers in an airtight container for up to 4 days.
  • Reheat by covering with foil and placing in a 350º F oven until heated through.
  • The mac and cheese will be kind of mushy if you choose to heat it using a microwave.
  • If you want a creamier sauce, add a little heavy cream and stir the mac and cheese before adding it to the oven.

More Great Comfort Foods I love

mac and cheese

Homemade Creamy Mac and Cheese with Breadcrumbs

An easy stovetop macaroni and cheese that quickly finished in the oven to crisp the breadcrumb topping.
Print Recipe Pin Recipe Rate Recipe
Servings: 6 as a side dish
Calories: 528kcal
Author: Steph
Cost: $7-$9


  • 1 large pot
  • 1 oven-safe skillet (transfer to a 9×9 baking dish if your skillet is not oven-safe)
  • 1 box grater


  • 8 oz cavatappi pasta or your favorite pasta
  • salt for pasta water
  • 3 tbsp butter, separated
  • 2 tbsp Panko breadcrumbs
  • 1 garlic clove, minced
  • 1 tbsp all-purpose flour
  • 1/4 tsp onion powder
  • 1/8 tsp smoked paprika
  • 1 pinch cayenne pepper (omit if you don't want the extra spice)
  • 1 cup 2% or whole milk
  • 1/2 cup heavy cream
  • 4.5 oz American cheese slices (6 individually wrapped slices)
  • 4 oz sharp cheddar cheese, divided
  • 4 oz pepper jack cheese, divided
  • salt and pepper to taste
  • 1 tbsp parsley (optional)


  • Prepare the pasta by adding salt to a pan of boiling water. Add in the pasta and continue to cook to al dente according to the package directions. Drain and set aside.
  • Prepare the breadcrumb mixture by melting 1 tbsp of butter and stirring in the breadcrumbs. Set aside.
  • Prep your ingredients: shred the cheese; mince the garlic; and chop the parsley.
  • Heat a pan over medium-low heat. Melt the butter. Add minced garlic and stir for about 30 seconds or until fragrant.
  • Add flour and continue to stir using a whisk until the mixture is smooth and there are no lumps. Stir in the seasonings: onion powder, smoked paprika, black pepper, and cayenne pepper.
  • Turn on your oven broiler to allow it to heat up 5-10 minutes before you place the dish in the oven.
  • Slowly add in the milk and heavy cream while stirring. Allow the mixture to heat up and simmer for 1-2 minutes to allow the sauce to thicken a bit.
  • Reduce the heat to low. Stir in the American cheese slices and all but a 1/2 cup of the sharp cheddar cheese and a 1/2 cup of pepper jack cheese. (This is used for the topping.) Continue to stir until the cheese is melted.
  • Turn off the heat. Stir in the pasta. Transfer to an oven-safe dish if your pan is not oven-safe. Then top with the remaining shredded cheese and breadcrumb mixture.
  • Place in the oven on the middle rack. Broil the breadcrumbs and cheese for about 3-7 minutes until desired crispness has been achieved.


  • Continue to stir the ingredients for the sauce. Don’t walk away or the sauce can burn.
  • Shred your own cheese. Pre-shredded cheese can leave a gritty texture to the sauce.
  • Feel free to substitute your favorite cheese. However, I do recommend using the American cheese. That is what helps give this dish its creamy texture.
  • The sauce will appear thin. Don’t worry. It will thicken up once the pasta is added and it is placed in the oven for a few minutes.


Calories: 528kcal | Carbohydrates: 36g | Protein: 20g | Fat: 34g | Saturated Fat: 20g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 8g | Trans Fat: 0.5g | Cholesterol: 99mg | Sodium: 685mg | Potassium: 240mg | Fiber: 1g | Sugar: 4g | Vitamin A: 1169IU | Vitamin C: 1mg | Calcium: 578mg | Iron: 1mg
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