Serves a Crowd

Martha Stewart's Macaroni & Cheese

October  6, 2011
63 Ratings
Photo by Julia Gartland
  • Prep time 30 minutes
  • Cook time 30 minutes
  • Serves 12
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.

Helpful tools for this recipe:
- Le Creuset Cast-Iron Oval Baker
- Ekobo Bamboo Colander
- Stainless Steel Whisks

Genius Recipes

Test Kitchen Notes

Featured in: Our Best Thanksgiving Side Dishes. —The Editors

Watch This Recipe
Martha Stewart's Macaroni & Cheese
  • 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.

See what other Food52ers are saying.

  • Karl Rosaen
    Karl Rosaen
  • Marie
  • Felicia Armbrister
    Felicia Armbrister
  • Plum in the Icebox
    Plum in the Icebox
  • Woofgang
Genius Recipes

Recipe by: Genius Recipes

122 Reviews

Karl R. November 6, 2021
I make this every year for our Friendsgiving - always a hit!
Sera L. January 1, 2020
I add grated onion and garlic to the butter and cook it a bit, before adding the flour, then add the hot milk along with a dash of dry mustard (along with everything else mentioned). Instead of using gruyere, I use extra sharp cheddar (and more of it), along with the Romano and add some bleu cheese to the butter bread 'crumb' topping. but I've made this version here as written, and it also rocks. :-)
judy October 5, 2020
I added mustard as well. Augments the flavor of the cheese. Garlic nd onion are also a must.
Marie December 18, 2019
My new favorite mac & cheese! My fiance was traumatized by the bright orange boxed stuff of childhood (not knocking it, I'm still down for Kraft Dinner) and thought he just 'didn't like' mac & cheese; this recipe proved him wrong. I think my fave part is the fresh bread crumb/ crouton jawns on top. Chewy, crispy, deliciousness.
Felicia A. November 27, 2019
Love this recipe! My family loves this recipe. I accidently bought the wrong cheese and made it with smoked gouda and parmesan along with the white cheddar. It has become a staple in my household every Thanksgiving. My family is so spoiled they won't eat any other kind of macaroni. (Gruyere cheese has a little too much texture for my taste - I prefer a smoother cheese blend)
Granny S. October 29, 2021
Felicia A. OMG that sounds absolutely amazing that you used smoked gouda. I bet it was even better using that. Thanks so much for the great suggestion! Cheers!
peggy M. November 17, 2019
Since we discovered this recipe MANY years ago, it has become a staple at every holiday dinner. It is decadent and addictive. The key is to opt for the pecorino romano—it adds a nice zip to the recipe.
Plum I. November 8, 2019
PerfectI keep making this, will become the birthday tradition for my girls! i don’t need another recipe this is it. Is also forgivable, my husband accidentally bought only brick cheese (??) and was still amazing. I recommend covering the whole top with the bread-it is the best part!! Also it makes a huge amount but I freeze the leftovers cut in squares to reheat easily
Lisa L. October 15, 2019
This recipe is the bomb! I've made more mac & cheese recipes & riffs on recipes than I can count in 50 years of cooking & none comes close to this one. Creamy, cheesy, crusty. OMG.
LAKinney September 1, 2019
This is by far the most scrumptious Macaroni & Cheese dish that I’ve had the good fortune to prepare. I guarantee you absolute happiness!
Beverly A. July 15, 2019
Made this last night as yesterday was National Mac & Cheese Day (like the folks in DC have nothing better to do?). I followed the recipe to the letter and it turned out beautifully. The nutmeg was a really nice addition, and with only 1/4 tsp the cayenne added only flavor, not heat. Maybe other reviewers who thought the cayenne brought too much heat were adding a 1/4 tablespoon? Next time I will forego the breadcrumbs, which I don’t think added anything special. I can also envision the addition of ham or bacon and a leafy green such as spinach to become more of a casserole, perhaps for brunch.
mudd December 18, 2019
Oh, the bread “crumbs” on this are wonderful, make them more like croutons from a very firm white bread including the crusts. Obviously I’ve made this before, 2 smaller ones, freeze the second before baking w/o the crumbs
Nadia V. May 27, 2019
This is definitely a fantastic recipe as is and if you have kids like mind they might ask you to add some bacons! So to tweak it up just a bit -;)
you can fry 1/2 pound of bacons, cut in small slices. Add a couple of french oignons finely chopped. Then continue with the recipe with butter flour and your milk. Don’t forgot the cayenne pepper as it so much better with it.
Woofgang March 26, 2019
I loved it just the way it is written! But of course, some the "tweaks" look awesome so may try some of those too.
SDL February 6, 2019
Made this for the first time to bring to super bowl party, omitting the cayenne. It was a hit and more then enough for a crow. My family have asked for it to be added to the regular rotation. Will include the cayenne for a little heat the next time I make and will halve the recipe or freeze excess. This was a very easy recipe to follow with just a little excitement when making the cheese sauce (rookie mistake). The roux was ready before the milk fully heated. Pulled roux off heat temporarily to avoid overcooking before milk was hot enough. It came together beautifully (No lumps!) and I'll remember to time better the next attempt! Just a little pre-game excitement.
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.
Kathleen July 9, 2019
Hi Melissa. You said you tried it for the first time, but then you said that everyone loved it more than the plain recipe. Did you make it as directed and also with the additions you mentioned?
MB July 10, 2019
Oh yeah - it makes a LOT, so I did two versions from the same batch. We were on a ski holiday with a group of 12 and I thought the kids might prefer the plain dish but I was wrong. The recipe is a winner either way.
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.
EzChz July 17, 2018
No. It's mac & cauliflower and/or broccoli & cheese.
cookinalong July 17, 2018
Tazz November 18, 2018
tonjabobanya February 25, 2019
I added bacon and Brussel's sprouts, and it's delicious.
Marsha S. April 7, 2019
For my 2 cents...I concur!
Kathleen July 9, 2019
I'd say it becomes a pasta casserole due to the additions outside the norm for macaroni and cheese, but the additions do sound delicious!
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.