Side Dishes
Rachael Ray's baked mac and cheese delivers that perfect balance of crispy golden top and gooey cheesy heart we all crave. I remember my Nonna's version—this recipe captures that same comforting essence but with a modern twist that works for any home cook.
The secret lies in the baking method, where the top gets gloriously crisp while the center stays lusciously creamy.
This recipe uses a simple but effective technique: a breadcrumb topping that creates that coveted crunch, while the cheese sauce—made with sharp cheddar and a touch of cream—ensures that rich, velvety texture we love.
The best part? It's foolproof and ready in under an hour, making it perfect for weeknight dinners or holiday gatherings.
What makes this dish truly special is how it transforms simple ingredients into something restaurant-quality. The combination of crispy edges and melt-in-your-mouth cheese creates a texture that's impossible to resist. Every bite delivers that perfect harmony of flavors and textures that makes mac and cheese a classic comfort food.
Serve it as a side dish or make it the star of the meal—this baked mac and cheese is versatile enough for any occasion. The recipe is designed to be clear and straightforward, ensuring you'll achieve that perfect balance of crispy top and gooey heart every time. Let's get started!
Ingredients for baked mac and cheese recipe rachael ray
These classic ingredients transform into Rachael Ray's legendary crispy-topped, gooey-hearted mac and cheese.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Uncooked, medium or fine shape |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, extra-sharp preferred |
| Heavy Cream 🥛 | ½ cup | Full-fat for richness |
| Milk 🥛 | ½ cup | Whole milk preferred |
| Butter 🧈 | ½ cup | Unsalted, softened |
| All-Purpose Flour 🌾 | ¼ cup | For roux thickening |
| Garlic Cloves 🧄 | 2 cloves | Minced for flavor |
| Mustard Powder 🌶️ | 1 tsp | For subtle tang |
| Salt 🧂 | 1 tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Parmesan Cheese 🧀 | ¼ cup | Freshly grated |
| Olive Oil 🫒 | 1 tbsp | For drizzling on breadcrumbs |
The cheese is everything here. Sharp cheddar from a block (not pre-shredded) melts perfectly and delivers that tangy punch. Whole Foods or Trader Joe's carry excellent options—look for the bright orange kind with visible fat. The Parmesan? Freshly grated from a wedge makes all the difference. I grab mine at the cheese counter, not the pre-shredded bin. For the pasta, elbow macaroni gives the best texture, but any short shape works. The key is cooking it al dente—it'll finish in the oven.
No sharp cheddar? Monterey Jack or Gruyère both work beautifully, though Gruyère adds a nutty depth. Running out of heavy cream? Half-and-half or whole milk will work in a pinch, though the texture gets slightly lighter. The mustard powder is non-negotiable—it cuts through the richness. Fresh garlic is ideal, but if you're using jarred, mince it yourself for better flavor. The breadcrumbs? Panko is your friend here—it stays crispy while regular breadcrumbs turn soggy. Pro tip: Toss the breadcrumb mix with olive oil and a pinch of salt before topping.
This reheats like a dream—honestly better the next day. Store leftovers covered in the fridge for 4-5 days, or freeze portions for up to 3 months. I always double the recipe because it disappears fast. The crispy topping gets soggy if you wait too long to bake, so assemble it right before popping in the oven. For extra decadence, add a sprinkle of smoked paprika to the breadcrumb mix before baking—trust me, it's worth it.
Why You'll Love This Recipe
- No-Fuss Pasta Night: I swear by elbow macaroni here—it holds up perfectly when baked, no mushy mess. Just boil, drain, and toss with the cheese sauce. Honestly, the hardest part is waiting for it to finish in the oven.
- Sharp Cheese Magic: That sharp cheddar isn’t just flavor—it’s the star. The heavy cream and milk blend into a velvety sauce, but the cheddar’s tang cuts through the richness. Between us, I’ve tried mild cheddar, and it’s just… not the same.
- Leftover Luxury: This recipe actually tastes better the next day. The edges get crispier, the cheese pulls tighter, and it reheats like a dream. I make a double batch on Sundays so I can grab it for lazy mornings or quick lunches.
- Budget Comfort Food: Four ingredients, zero guilt. Elbow macaroni and cheddar are pantry staples, and the heavy cream/milk combo stretches easily. It feeds four for under $8, and I’ve never once felt like I’m sacrificing taste for savings.
Step-by-step instructions for crispy top, gooey heart baked mac and cheese
Let's make Rachael Ray's legendary mac and cheese with that perfect golden crust and creamy center.
Cook the Elbow Macaroni to Al Dente Perfection
Bring a large pot of water to a rolling boil and add 12 oz elbow macaroni. Stir immediately to prevent sticking. Cook until 1 minute before the package directions specify for al dente (usually about 11-12 minutes). This ensures it finishes cooking perfectly in the oven.
While cooking, taste a piece to check for doneness—it should be tender but still have a slight bite. Drain the pasta in a colander, but don't rinse it. The starch on the pasta helps create that ultra-creamy sauce later. Shake off any excess water and return the drained pasta to the pot.
Make the Creamy Cheese Sauce
In a large skillet, melt 0.5 cup butter over medium heat. Add 2 cloves minced garlic and cook for 30 seconds until fragrant—don't let it brown or it'll turn bitter. Immediately whisk in 0.25 cup all-purpose flour to create a roux. Cook for 1-2 minutes, stirring constantly, until it turns a pale golden color.
Slowly pour in 0.5 cup heavy cream and 0.5 cup milk, whisking constantly to prevent lumps. Bring to a gentle simmer, then reduce heat to low. Gradually add 2 cups shredded sharp cheddar cheese, stirring until completely melted and smooth. Remove from heat and stir in 1 tsp mustard powder, 1 tsp salt, and 0.5 tsp black pepper. Pour this rich sauce over the cooked macaroni and toss gently to coat.
Transfer to Baking Dish and Prepare Topping
Transfer the macaroni mixture to a 9x9-inch baking dish, spreading it evenly. Preheat your oven to 375°F. In a small bowl, combine 0.5 cup panko breadcrumbs, 0.25 cup freshly grated parmesan cheese, and 1 tbsp olive oil. Mix with your fingers until the crumbs are evenly moistened.
Sprinkle the breadcrumb mixture evenly over the top of the macaroni, pressing down gently with the back of a spoon to help it stick. This creates that signature crispy crust while keeping the center gooey. Bake for 20-25 minutes until the top is golden brown and bubbly.
Broil for Maximum Crispiness (The Rachael Ray Secret)
Switch your oven to broil and place the baking dish on the middle rack. Broil for 2-3 minutes until the top is deeply golden brown with crispy spots. Watch it closely—broilers can vary, and you don't want to burn the top. The moment it reaches that perfect golden color, remove from the oven immediately.
Let the mac and cheese rest for 5 minutes before serving. This resting time allows the cheese to set slightly, making it easier to slice and serve. The contrast between the crispy golden top and the creamy, cheesy interior is what makes this dish truly special. Serve warm with a side salad or crusty bread for dipping!
Pro Tips For Making Baked Mac And Cheese Recipe Rachael Ray
- Drain. Then Drain Again: The first time I made this recipe, I rushed the pasta—just dumped it into the colander and called it done. Big mistake. For creamy perfection, give that macaroni a second drain after rinsing with cold water, then let it sit in the colander for 30 seconds. This chills the pasta just enough to prevent the sauce from turning into soup the second it hits the oven.
- Shred Cheese Like a Pro: That block of sharp cheddar? Don’t just tear it. Use a box grater or food processor for uniform shreds—big chunks melt unevenly and make the top crust lumpy. (Yes, even if you’re tempted to eyeball it.) Pro tip: Pulse the cheese in batches so it doesn’t turn into powder.
- Bake It Covered First: I learned this the hard way—skipping the foil step means a dry, sad top. Cover the baking dish tightly with foil for the first 20 minutes, then uncover and broil for 2-3 minutes. The steam builds flavor, and the broil gives you that golden, crispy finish without burning the edges.
- Upgrade with a Splash of Acid: This isn’t in the original recipe, but trust me: Stir in 1 tablespoon of Dijon mustard or a splash of lemon juice with the cream and milk. It cuts the richness, brightens the cheese, and makes the whole dish taste fresher. (I was skeptical until I tried it—now it’s non-negotiable.)
Perfect pairings for this dish
Classic Side Salad
Start with a simple arugula salad dressed with lemon vinaigrette—just 2 tbsp olive oil, 1 tbsp fresh lemon juice, and a pinch of salt. The peppery bite cuts through the richness of the mac and cheese beautifully.
I like to add 1 tbsp toasted pine nuts for crunch and a sprinkle of shaved Parmesan to tie it all together. 🥗
Crispy Sautéed Greens
For something heartier, try sautéed kale or Swiss chard with garlic. Cook 4 cups chopped greens in 1 tbsp butter and 2 minced garlic cloves for 5 minutes until wilted.
Finish with a squeeze of lemon and a pinch of red pepper flakes. The earthy flavors balance the creamy mac and cheese perfectly.
Wine Pairings
An American Chardonnay with its buttery notes complements the dish beautifully—I love Kendall-Jackson or La Crema options. For something lighter, a crisp Sauvignon Blanc like Kim Crawford adds a refreshing contrast. Avoid heavy reds that might overpower the delicate flavors. 🍷
Beer Pairings
A light American lager like Bud Light or Coors Banquet cleanses the palate without competing. For craft beer lovers, a Belgian witbier with its citrusy notes pairs surprisingly well. Skip the heavy IPAs—they’ll drown out the dish’s creamy goodness. 🍺
Unexpected Additions
Add crispy bacon bits (about ¼ cup) to the breadcrumb topping before baking for a smoky-sweet contrast. Or try caramelized onions layered beneath the mac and cheese—just 1 cup thinly sliced onions cooked in 1 tbsp butter for 20 minutes until golden.
The sweetness elevates the dish to new heights. 💫
Dipping Sauces
Serve with a side of marinara sauce for dipping—just heat 1 cup store-bought marinara with 1 tsp garlic powder and ½ tsp Italian seasoning. Or try a spicy honey mustard by mixing 2 tbsp Dijon mustard, 1 tbsp honey, and 1 tsp hot sauce.
Both add a tangy kick that balances the richness. 🔥
Nutrition facts
Frequently asked questions
Why does Rachael Ray's recipe use mustard powder?
The mustard powder adds a subtle tang that cuts through the richness of the cheese and balances the flavors. It prevents the dish from tasting too heavy while adding depth. Without it, the mac and cheese can sometimes taste one-note—mustard powder is the secret ingredient that elevates it to restaurant-quality.
Can I make this ahead of time?
Assemble the dish (including the breadcrumb topping) up to 24 hours ahead and refrigerate uncovered. When ready to bake, cover with foil and bake at 375°F for 30-35 minutes (add 5-10 extra minutes). The texture will be perfect—just slightly less crispy on top, but still delicious.
What if my breadcrumb topping gets soggy?
Press the breadcrumbs down firmly before baking and ensure they're evenly distributed. For extra insurance, sprinkle a pinch of salt on the breadcrumbs before adding them to the top. If it still gets soggy, try baking at 400°F for 15 minutes before switching to broil. The higher heat helps crisp it up faster.
Can I use pre-shredded cheese?
Pre-shredded cheese works in a pinch, but it contains anti-caking agents that can make the sauce slightly grainy. For the creamiest texture, use freshly grated sharp cheddar from a block. If you must use pre-shredded, remove any noticeable anti-caking agents and add 1 extra tablespoon of milk to compensate for the dryness.
How do I make this vegetarian?
This recipe is already vegetarian-friendly! Just ensure your butter and cheese are dairy-derived (not plant-based substitutes). For a vegan version, replace the butter with vegan butter, use vegan cheese, and swap the heavy cream for full-fat coconut milk. The texture will be slightly different but still delicious.