Martha Stewart's Macaroni & Cheese

October 6, 2011

Test Kitchen-Approved

Author Notes: A genius recipe for perfectly creamy baked macaroni and cheese, adapted slightly from The Martha Stewart Living Cookbook: The Original Classics. Note: You can easily divide this recipe in half—use a 1 1/2-quart casserole dish instead of a 3-quart one. Genius Recipes

Food52 Review: Featured in: Our Best Thanksgiving Side Dishes.The Editors

Serves: 12
Prep time: 30 min
Cook time: 30 min


  • 8 tablespoons (1 stick) unsalted butter, plus more for dish
  • 6 slices good white bread, crusts removed, torn or diced into 1/4- to 1/2-inch pieces
  • 5 1/2 cups milk
  • 1/2 cup all-purpose flour
  • 2 teaspoons salt
  • 1/4 teaspoon freshly grated nutmeg
  • 1/4 teaspoon freshly ground black pepper
  • 1/4 teaspoon cayenne pepper, or to taste
  • 4 1/2 cups grated sharp white cheddar cheese (about 18 ounces)
  • 2 cups grated Gruyere cheese (about 8 ounces) or 1 1/4 cups grated Pecorino Romano cheese (about 5 ounces)
  • 1 pound elbow macaroni (or other small pasta shape)
In This Recipe


  1. Heat oven to 375 degrees. Butter a 3-quart casserole dish; set aside. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter (alternately, melt butter in the microwave). Pour butter into bowl with bread, and toss. Set breadcrumbs aside. Pull out 1 1/2 cups of grated cheddar, and 1/2 cup Gruyere or 1/4 cup Pecorino Romano, and reserve.
  2. Fill a large pot with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer's directions, until the outside of pasta is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse under cold running water, and drain well. Set aside.
  3. In a medium saucepan set over medium heat, heat milk. In the same pot you used for boiling the pasta, melt remaining 6 tablespoons butter over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.
  4. While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.
  5. Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 1/2 cups Gruyere or 1 cup Pecorino Romano. Stir reserved macaroni into the cheese sauce.
  6. Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups cheddar cheese, 1/2 cup Gruyere or 1/4 cup Pecorino Romano, and breadcrumbs over top. Bake until browned on top, about 30 minutes. If after 30 minutes, it's not browned to your liking, broil the topping rather than leaving it in the oven, which may cause the pasta to overcook and sauce to dry out. Transfer dish to a wire rack to cool 5 minutes; serve hot.

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Macaroni and Cheese|Pasta|American|Cheese|Milk/Cream|Nutmeg|Serves a Crowd|Fall|Potluck|Tailgating|Thanksgiving|Weekend Cooking

Reviews (100) Questions (11)

100 Reviews

melissa December 28, 2018
Just tried this for the first time - added a mix of chopped leek, mushroom and kale and everyone loved it more than the plain recipe.
IslandGirl July 9, 2018
I have made this recipes many times. I always tweak it. A half pound of macaroni, and lots of cauliflower and broccoli. Much better than with just a load of pasta. When I'm feeling lazy, I toss the cauliflower and/or broccoli in with the pasta (for the final 3 or so minutes of cooking). Otherwise, I quickly pan saute the cauliflower and/or broccoli quickly with just a smidgen of water and butter/olive oil. Way better with the veggies.
cookinalong July 9, 2018
Maybe, but then it's not mac & cheese, is it?
IslandGirl July 9, 2018
Yes. It's mac & cheese.<br />
EzChz July 17, 2018
No. It's mac & cauliflower and/or broccoli & cheese.
cookinalong July 17, 2018
Tazz November 18, 2018
lmichaelj July 1, 2018
I freeze portions of it in freezer bags after it is baked and cooled. It slices beautifully for portions and freezes beautifully as well. Even the croutons on top crisp up in the oven after freezing.
cookinalong July 9, 2018
cookinalong July 1, 2018
This is always a big hit with everyone! A lot of people have asked about freezing, but I'm not clear on whether to freeze it after baking or before. This yields so much mac & cheese, and we're a 2 person household. I'd like to keep some in the freezer for last minute guests or invites to potlucks/bbqs.
maam January 20, 2018
Finally...a mac and cheese recipe worth tweaking, to try and match the Crown and Beaver Pub in North Bay. No bread crumbs, Penne pasta and you add sriracha instead of nutmeg and cayenne to taste, I use about a it great color too...when you add a glass of Beringer Cab/Sav. it's almost like being there! Thanks Food52 and Martha of course;)
AmandaTN November 23, 2017
I made this recipe for Thanksgiving dinner today—it was a huge hit! I used 2 cups of store bought breadcrumbs instead of making my own. I loved the even, crunchy topping. The spices were perfect in my opinion...gave it the right amount of flavor without being over the top. This recipe will become a regular!
Steven W. September 2, 2017
Also, cook some chicken breasts that are cut into bite sized pieces. Add a botle of wing sauce and a half cup of good blue cheese. Put that in the bottom of the casserole and cover with mac and cheese, or blend it all together. Buffalo Chicken Mac and Cheese.
Steven W. September 2, 2017
Why dirty so many pans? I use a big 8 cup measure and melt the butter and cook in the flour in the microwave...add in the milk and cheeses and cook three or four minutes at a time whisking very well in between times. Never a lump. Never scorched if you lose track of time or the phone rings...I always cool the sauce and cool the pasta too. If not, I think the pasta absorbs too much liquid. Try Manchego cheese for the topping.
Greg M. September 2, 2017
I've been making this recipe for years and its always been a hit. Not too much cayenne at all. Just gives a little kick. I have occasionally used panko instead of making my own breakcrumbs. And I have layered thinly sliced beefsteak tomato on top before the top layer of cheese and breadcrumbs. I stole that from Ina!!
Beth July 23, 2017
Agreed, the Cayenne Pepper made this mac & cheese too spicy. Kids wouldn't eat it. I tried making it again several months later omitting the cayenne pepper and leaving everything else the same. It turned out great this time. I took the blue person suggestion and ground the bread into crumbs with melted butter for the topping.
Beth July 3, 2017
Delicious but WAY too mych Cayenne Pepper. Everyone commented that it was too spicy this was a really expensive dish to mess up! Next time I would use half the recommended amount of Black Pepper and Cayenne Pepper! I also added 3/4 cup of sour cream after blending in the cheese. <br />I ground up my bread crumbs in the food processor because I would rather have bread crumb topping and croutons.
BglLvr December 9, 2016
Im guessing this doesn't freeze well; am I right? Also if I do freeze it, I'm guessing I should do so unbaked, and then bake upon thawing - and add the breadcrumbs just before baking / post thaw. Comments? Has anyone tried this?
Gretchen P. January 25, 2017
It does freeze well! Bake it frozen, it will just take twice as long.
Gretchen P. January 25, 2017
Freeze with the breadcrumbs and bake with them on when you pull it out of the freezer
Beth July 3, 2017
Freezes fine unbaked. Wrap well 2x in plastic wrap then foil. Before freezing this keeps the macaroni and cheese from absorbing freezer odors.<br />Thaw completely, then follow baking instructions.
katharinec November 23, 2017
You can freeze leftovers after baking too--it tastes fantastic reheated. Basically you can live off it for months, and they will be happy and fulfilling months.
Amy D. November 21, 2016
Just want to verify that this can be prepped the day before and baked the following day...I always make this for Thanksgiving and my inlays love it! I prep the day before and have baked it then, but wanted to put it in the oven when we got to my inlaws so it is fresh as warming it up sometimes does distort the texture. Thanks!
Laura November 21, 2016
Totally distorts the texture in this particular dish!! I would definitely recommend making it fresh! Happy Thanksgiving!
Beth July 3, 2017
Prepping it the day before it's fine be sure to add your cheese topping & crumb topping just before baking, so the top will come out crunchy. I used to potato hemorrhoids and 14 saltine crackers ground up in the Cuisinart with 2 tablespoons of butter...yum!
Chateau T. September 2, 2017
what the heck are potato hemmorrhoids?
Steven W. September 2, 2017
You really really really do NOT want to know! Ha ha!
Renee B. July 1, 2018
Auto incorrect at it again! Thanks for the laugh, Beth. Potato hemorrhoids!
Catherine C. August 20, 2016
I followed the recipe exactly but substituted truffle salt for the salt. Oh. My. Word.
kim May 21, 2016
I made this tonight using Pecorino Romano cheese and it was excellent. I've been looking for a good mac and cheese recipe that doesn't come out oily and this recipe was perfect. No greasy oil floating on top. And very delicious!
Ham March 28, 2016
This is, unsurprisingly, incredible mac and cheese. I used two extra slices of bread in order to completely cover the top with a thick layer of croutons, which I would highly recommend. I might increase the cayenne next time but otherwise was delicious. Thank you!
Cheri M. February 29, 2016
This looks heavenly, but I will never know, no-one to share with! Recipe for single serve would be nice!
Mindy S. February 8, 2016
I made this today. Didn't have enough milk so I used 3 cups of whole (raw) milk and 2 1/2 cups of half & half. This came out FABULOUS! creamy, creamy, creamy!!! It is a keeper.
Gretchen S. December 28, 2015
I thought my current recipe was good, but this was deemed the best that I've made. The cheese envelops the bread and the topping is so good (yet so different than sprinkling bread crumbs on top). I used a variety of cheeses as well (and my nephew to grate it all).
Staci October 2, 2015
Does this freeze well? Crazy, I know. But I love having good dishes ready for the oven, prepared ahead of time. Anyone tried freezing it ye?
lmichaelj November 15, 2015
Yes, it freezes perfectly. Note that baking time will be significantly longer. Better to do the breadcrumbs before baking. As this makes a very large quantity, you might think about freezing it in two pans instead of one, or more. Perfect for a large buffet or pot luck, as it always gets raves. Cheers.