Ultimate Macaroni & Cheese with Herbed Bread Crumbs

Ultimate Macaroni & Cheese with Herbed Bread Crumbs

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This Macaroni & Cheese is full of Cheddar, creamy & luscious! Note that the # of servings count when served as a side, not a main dish.



Macaroni & Cheese:

  • 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

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
  • 34 tablespoons melted butter
  • 1/2 teaspoon garlic powder or garlic salt
  • 1/2 teaspoon paprika
  • a little chopped fresh parsley, about a tablespoon, optional


Macaroni & Cheese:

Preheat oven to 400°F. Cook macaroni in large saucepan or Dutch oven 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.

Bread Crumb Topping:

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.

Keywords: Bargain Meal of the Week, breadcrumbs, cheddar, Cheese, macaroni, Macaroni and Cheese, noodles, Pasta

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