The Ultimate Ultimate Ultimate Macaroni & Cheese with Herb Bread Crumb Topping

This really is the BEST Mac & Cheese I've ever made - no make that the BEST I've EVER eaten!! From the perfect texture of the macaroni, the creamy cheese and that killer bread crumb topping - it's all good!

Every once in a while I revisit Macaroni & Cheese. I’m always falling for gorgeous photos. I don’t make it too often, though, because so often it’s a disappointment. Not so with this one.

The Ultimate Macaroni & Cheese with Herb Breadcrumb Topping
The Ultimate Macaroni & Cheese with Herb Breadcrumb Topping

Last week, I combined a bunch of “ultimate” recipes and added a touch or two of my own. So this is, I guess, the ultimate, ultimate, ultimate recipe? Make it, and you be the judge.

I don’t often eat Macaroni & Cheese. For one, it can be pretty pricey. If you want it super creamy and oozing with cheesy flavor, it’s no longer a cheap, depression era meal. I think this ran about $8.00 with all ingredients on sale and would be about twice that if you weren’t shopping carefully.

Of course, it is hearty and filling and comforting. But then there’s the calories…so I’ll sneak this one in before we all wake up after New Year’s, hit the scale and start whizzing up green smoothies in the blender. If you’d like a healthier version of Mac & Cheese, check out this Creamy Cauliflower Mac & Cheese.

The Ultimate Macaroni & Cheese with Herb Breadcrumb Topping
The Ultimate Macaroni & Cheese with Herb Breadcrumb Topping

There are a couple of tricks to making a great Mac & Cheese:

  • Use great ingredients. But not too great. The cheese has to have a lot of flavor but not be so sharp it loses that great meltability.
  • Don’t use preshredded cheese. It has anti clumping agents.
  • Cook the noodles just right. If not they’ll either be mushy or soak up too much liquid, leaving the mac & cheese dry.
  • And make your own bread crumbs for the topping. Don’t even think about canned or boxed. Especially don’t use Panko.

Do shop well for the cheese and watch the sales. I picked up Cracker Barrel on sale, 2 bucks each, plus a discount for a coupon, and thought it was perfect in this. And I picked it up for less than plain old grocery store cheese. I used a combo of their white Cheddar and some of their sharp Cheddar and the Cracker Barrel melted just right into the perfect cheesy gooeyness w/o the graininess of a better cheese or the oilyness of a cheaper one.

The Ultimate Macaroni & Cheese with Herb Breadcrumb Topping
The Ultimate Macaroni & Cheese with Herb Breadcrumb Topping

Ultimate Macaroni & Cheese

  • Servings: 15
  • Difficulty: average
  • Print

note: 15 servings if served as a side.

  • 1 package (16 ounces) elbow macaroni
  • 6 tablespoons butter
  • 6 tablespoons flour
  • 2 tablespoons ground mustard powder
  • 1 1/2 teaspoons coarsely ground black pepper (1 teaspoon regular table pepper)
  • 1 teaspoon garlic powder
  • 1 teaspoon salt
  • pinch of nutmeg
  • 4 1/2 cups milk
  • 5 cups shredded sharp Cheddar cheese (20 ounces total – try a combo of white and sharp Cheddar)
  • Bread crumb topping, below


Preheat oven to 400°F. Cook macaroni in large saucepan as directed on package for al dente pasta. The macaroni should be cooked through, the edges should be soft but there should be a little resistance when you bite one. Rinse under cold water; drain well, shaking, and set aside.

Melt butter in the same saucepan on medium heat. In a small bowl, mix together the flour, mustard powder, pepper, the one teaspoon garlic powder, salt and nutmeg. Sprinkle over the butter and cook, stirring constantly, for about two minutes until well blended and the flour mixture appears to be a bit drier.

Gradually add milk, stirring constantly. Continue to stir or whisk for about three minutes, or until sauce thickens. Check by running your finger across the back of the spoon. A distinct line that doesn’t fill in should be left behind.

Remove from heat and add grated cheddar in small handfuls, stirring slowly after each addition. Continue to stir until the cheese is all melted.

Add macaroni; toss gently to coat. Pour into greased 13 x 9-inch baking dish. Bake 15 minutes, remove from the oven and sprinkle with the bread crumb topping. Return to the oven and bake for an additional five to 10 minutes, until hot and bubbly and golden brown on top. Let stand 5 minutes before serving.

To make bread crumb topping:

  • 1 1/2 cups lightly toasted or dry bread crumbs, preferably home-made, from about 3 to 4 slices of bread, trimmed of crust
  • 3 – 4 tablespoons melted butter
  • 1/2 teaspoon garlic powder or garlic salt
  • 1/2 teaspoon paprika
  • a little chopped fresh parsley, about a tablespoon, optional

To make toasted bread crumbs, fill food processor about half full with bread in about 1″ cubes (without the crust) and pulse until crumbs are formed that are uniform in size.

Remove from food processor, lay out on a sheet pan(s) about 1/4 inch deep and bake for about 14 – 20 minutes at 250 degrees F. Stir once or twice. Watch carefully, timing can vary. Remove when barely golden brown.

If you don’t have a food processor, bread crumbs can be made on the large holes of a grater.

Mix the toasted bread crumbs with the butter and herbs.


I’ll be sharing this recipe at Fiesta Friday; the cohosts  this week are Jhuls @ The Not So Creative Cook and Ginger @ Ginger & Bread