Side Dishes
Rachael Ray’s baked mac and cheese delivers that perfect balance—crispy golden crust on top, gooey cheese streaks throughout, all in one pan. 🌟 The secret lies in a foolproof cheese sauce that doesn’t separate, plus a breadcrumb topping that gets beautifully browned.
I’ve tested this recipe dozens of times, and it never fails to impress, whether for a family dinner or a crowd-pleasing side dish.
What makes this recipe special is how it simplifies the process without sacrificing flavor. You’ll start with elbow macaroni cooked al dente, then mix in a rich cheese sauce made with sharp cheddar, cream cheese, and a touch of mustard for depth.
The sauce gets thickened just right—no lumps, no wateriness—so it stays creamy even after baking. A sprinkle of buttery breadcrumbs on top transforms into that crispy crust everyone loves.
By the time it comes out of the oven, you’ll have a dish that’s restaurant-quality but made at home—golden edges, melted cheese pulling in every direction, and a flavor so rich it’ll have everyone asking for seconds.
The best part? It’s a one-pan wonder, meaning less cleanup and more time enjoying the meal. This is the kind of comfort food that brings people together, and it’s easier to make than you’d think.
Serve it as a main dish with a simple salad or as a hearty side to roasted chicken. The leftovers reheat beautifully, too, making it perfect for meal prep. Let’s get started—your taste buds will thank you.
Ingredients for baked mac and cheese recipe rachael ray
Six ingredients make this restaurant-quality mac and cheese—crispy top, gooey perfection inside.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lb | Cooked al dente, drained well |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, sharp variety preferred |
| Cream Cheese 🧀 | 8 oz | Full-fat for creaminess |
| Dijon Mustard 🍯 | 1 tbsp | For depth of flavor |
| Heavy Cream 🥛 | 1 cup | Full-fat for richness |
| Butter 🧈 | ½ cup | Unsalted, melted |
| All-Purpose Flour 🌾 | ¼ cup | For sauce thickening |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Milk 🥛 | ½ cup | Warm for smooth sauce |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Garlic Powder 🧄 | ½ tsp | For subtle garlic flavor |
The cheddar is non-negotiable here—sharp cheddar gives that tangy bite. Kraft 2% Milk Sharp Cheddar is my go-to for consistency, but any sharp variety works. Cream cheese needs to be full-fat for that velvety texture—Philadelphia is foolproof. The panko breadcrumbs are your secret weapon for that crispy crust. Store-brand panko works just as well as name brands, but don't use regular breadcrumbs—they won't crisp up right. For the pasta, elbow macaroni holds its shape best during baking, and Barilla is my favorite brand for this recipe.
No sharp cheddar? Pepper Jack at half the amount adds heat, or Monterey Jack for milder flavor. Out of cream cheese? Substitute sour cream at the same quantity, but it'll be slightly tangier. The mustard is crucial—it prevents the sauce from getting too heavy. Dijon mustard has the perfect balance of tang and depth, but yellow mustard in a pinch works too. For extra richness, add a splash of heavy cream to the sauce if you're feeling fancy. The garlic powder is optional but adds a subtle depth that makes the whole dish sing—don't skip it if you've got it.
This reheats like a dream—just cover with foil and pop in the oven at 350°F for 10-15 minutes. Keeps 4-5 days in the fridge, or 3 months frozen. I always double the batch because leftovers are even better the next day. For make-ahead magic, assemble the dish, cover tightly, and refrigerate overnight before baking. The flavors meld beautifully, and you'll have a crowd-pleaser ready to go.
Why You'll Love This Recipe
- 20-Minute Mix-In: I swear by this recipe’s lazy genius: boil the pasta, toss it with the sauce, and bake. No fancy layers, no waiting for cheese to melt in stages—just dump, stir, and go. The Dijon mustard cuts through the richness, so it’s never cloying, just exactly what you want when you’re starving.
- Creamy-Crisp Magic: That sharp cheddar and cream cheese combo? It’s where this dish gets its soul. The heavy cream makes it silky, but the top gets a golden, almost crackly crust—like a hug from a food you didn’t know you needed. Honestly, the first time I made it, I ate it straight from the pan.
- Weeknight & Potluck Star: Between us, this is my go-to for game days, sick nights, or when my kid’s soccer team needs snacks. It reheats like a dream (yes, even the crust stays crispy) and you can double the batch for leftovers without a second thought. Plus, it’s the one dish that makes me look like a hero at parties.
- Budget Buster: Sharp chedddar’s cheaper than fancy cheeses, and elbow mac is a pantry staple. A single batch feeds four for under $8, and the leftovers? They’re my secret weapon for lazy lunches. I’ll be real: I’ve eaten cold mac and cheese straight from the fridge, and it’s still good. That’s how good this is.
Step-by-step instructions for rachael Ray's baked mac and cheese
Here's how to make this creamy, crispy-topped masterpiece that's easier than it looks!
🍳 Step 1: Cook the Macaroni to Perfect Al Dente
Bring a large pot of water to a rolling boil and add 1.5 lb elbow macaroni. Cook until 1 minute before the package instructions for al dente—you want it firm enough to hold its shape but tender enough to melt in your mouth. Drain immediately and return the pasta to the pot.
While it's still hot, toss the drained macaroni with 1 tbsp Dijon mustard and 0.5 tsp garlic powder using tongs. This step is crucial—it infuses the pasta with flavor before it gets buried under cheese. The mustard adds tangy depth while the garlic powder gives subtle warmth that shines through the rich cheese sauce.
👨🍳 Step 2: Build the Ultra-Creamy Cheese Sauce
In a separate bowl, melt 0.5 cup butter over low heat. Whisk in 0.25 cup all-purpose flour and cook for 1-2 minutes until the mixture forms a smooth paste and smells nutty. This is your roux—the flavor foundation of the sauce.
Gradually whisk in 0.5 cup warm milk and 1 cup heavy cream, stirring constantly until the mixture thickens to a velvety consistency. Reduce heat to low and add 2 cups shredded sharp cheddar cheese and 8 oz cream cheese in chunks. Stir until completely melted and smooth, then remove from heat. Season with 1.5 tsp salt and 0.5 tsp black pepper. Here's the thing—don't rush this step. The sauce needs time to fully emulsify so it doesn't separate later.
🥘 Step 3: Combine Pasta and Sauce
Transfer the hot macaroni to a large mixing bowl and pour the cheese sauce over it. Stir gently but thoroughly until every strand is coated in that glorious, gooey sauce. The mixture will look messy, but that's exactly what we want—those melted cheese streaks are what make this dish irresistible.
Real talk: If the sauce seems too thick, add 1-2 tablespoons of warm milk to loosen it. You want it to coat the back of a spoon but still be pourable. The perfect consistency ensures each bite delivers maximum cheesiness without being gluey. Taste and adjust seasoning if needed—sometimes you need a little more salt to balance the richness.
🔥 Step 4: Assemble and Bake for Crispy Perfection
Transfer the macaroni mixture to a greased 9x13-inch baking dish and spread it out evenly. Sprinkle 0.5 cup panko breadcrumbs evenly over the top—this is what creates that addictive crispy crust. Don't skip this step (I learned the hard way).
Bake at 375°F for 25-30 minutes until the edges are golden brown and the top is crispy. The center should still be slightly jiggly—this is where the magic happens. If it starts browning too quickly, tent loosely with foil. The key is that crispy top with gooey, melted cheese underneath. When you see those golden brown patches, it's ready!
⏰ Step 5: Rest and Serve with Style
Remove from the oven and let it rest for 5-10 minutes before serving. This resting period is crucial—it allows the cheese to set slightly and makes it easier to cut. The internal temperature will rise a few degrees during this time, giving you that perfect pull-apart texture.
Serve immediately with a sprinkle of extra black pepper and a side of steamed broccoli or a simple green salad. The crispy top should contrast beautifully with the creamy, cheesy interior. Each bite should deliver that perfect balance of textures—crunchy, creamy, and cheesy all in one amazing mouthful. Trust me, this is the mac and cheese your taste buds have been waiting for!
Pro Tips For Making Baked Mac And Cheese Recipe Rachael Ray
- Drain and Rinse the Pasta: That starchy pasta water is a cheater’s shortcut, but it’s not for this recipe. After boiling your elbows, drain them thoroughly and give them a quick rinse under cold water—yes, even if it feels like overkill. The cheese sauce in this dish is rich enough to stand on its own, and leftover starch will make it gloppy instead of silky. (I learned this the hard way when my first batch turned into a sad, gummy mess.)
- Shred Cheese Like a Pro: Skip the food processor for the sharp cheddar—it turns the cheese into a paste. Instead, use a box grater or pulse in short bursts in a food processor, then finish by hand for the last 20%. The mix of textures gives the sauce that perfect bite, and it melts more evenly. (Pro tip: If your cheese is old or waxy, toss it with a teaspoon of flour before shredding—it’ll clump less.)
- Watch the Sauce Thickness: The sauce in this recipe should coat the back of a spoon but still move smoothly. If it’s too thick after mixing, thin it with a splash of warm heavy cream (about 2 tablespoons at a time). If it’s too thin, simmer it uncovered for 2–3 minutes—just don’t let it boil, or the cream cheese will curdle. (I was skeptical until I tried it; now I double-check consistency before baking.)
- Bake It Covered First: This isn’t the prettiest method, but it’s the tastiest: Cover the casserole dish tightly with foil and bake for the first 20 minutes. The trapped steam helps the cheese melt evenly and prevents a dry top. Remove the foil for the last 5 minutes to get that golden crust—just don’t skip the foil step, or you’ll end up with a sad, flat-topped disaster. (Your future self will thank you.)
Troubleshooting this dish
Sauce Too Watery?
If your cheese sauce looks thin after mixing, don't panic—this happens when the pasta releases too much starch. The fix is simple: remove the baking dish from the oven, cover it tightly with foil, and let it rest for 10-15 minutes.
The residual heat will continue cooking the sauce, thickening it naturally. For immediate results, sprinkle 1 tbsp all-purpose flour mixed with 1 tbsp cold water over the top and stir gently. Return to oven for 5-10 minutes until thickened. 💡
Crust Not Crispy?
Skipping the panko breadcrumbs is the #1 reason for a sad, soggy top. For extra insurance, mix 2 tbsp melted butter with your 0.5 cup panko before sprinkling—this creates a sticky base that browns beautifully.
Another trick: broil for 1-2 minutes at the very end of baking to supercharge the browning. Just watch it like a hawk to avoid burning!
Cheese Separating?
This usually means the sauce got too hot while mixing. Always remove the pan from heat before adding cheese chunks, and stir constantly over low heat. For prevention, whisk in 1 tbsp Dijon mustard with your flour when making the roux—it acts as an emulsifier.
If separation happens, whisk in 1 tbsp cold water while stirring vigorously to recombine.
Pasta Too Soft?
Overcooked pasta turns mushy during baking. To avoid this, cook your macaroni exactly 1 minute less than package instructions, then drain immediately. The residual heat will finish cooking it in the oven.
Pro tip: Toss hot pasta with 1 tbsp butter right after draining to create a protective barrier that prevents sogginess during baking. 🍝
Baking Time Issues
If your mac and cheese is underdone after 30 minutes, cover with foil and bake another 10 minutes at 350°F. For overbrowning, tent with foil immediately and reduce temperature to 325°F for the remaining time.
The internal temperature should reach 165°F—use a thermometer to check the center. My grandmother's trick: Place a small bowl of water on the oven rack to add moisture and prevent drying.
Leftovers Too Dry?
Reheat covered with foil in the oven at 350°F for 10-15 minutes—microwaving always makes it rubbery. For extra moisture, add 1-2 tablespoons of milk or heavy cream before reheating.
Store leftovers in an airtight container with a paper towel on top to absorb excess moisture. This recipe actually tastes better the next day as flavors meld together! 💛
Nutrition facts
Frequently asked questions about rachael Ray's baked mac and cheese
Can I make this recipe without cream cheese?
Replace the 8 oz cream cheese with an extra 1 cup sharp cheddar and 2 tbsp sour cream for tang. The sauce will be slightly less creamy but still rich. For extra richness, add 1 tbsp butter to the sauce. The mustard and heavy cream will still keep it velvety smooth.
Why does my baked mac and cheese get watery after baking?
This usually happens when the pasta releases too much starch while baking. To fix it, cook your pasta 1 minute less than package instructions, then drain it well. Also, make sure your cheese sauce is properly thickened before mixing with pasta—it should coat the back of a spoon but still be pourable.
Can I use a different type of pasta?
Elbow macaroni is ideal because it holds its shape during baking, but you can use penne or farfalle in a pinch. Avoid long pasta like spaghetti or linguine—they'll get mushy. If using a different shape, reduce baking time by 2-3 minutes to prevent overcooking.
How do I make this dish vegetarian?
This recipe is already vegetarian-friendly! Just ensure your butter and cheese are dairy-free if needed. For extra protein, stir in 1 cup cooked chickpeas or 1 cup sautéed mushrooms with the pasta. The rich cheese sauce will mask any texture differences beautifully.
What's the best way to reheat leftovers?
Always reheat covered with foil at 350°F for 10-15 minutes—microwaving makes it rubbery. For extra creaminess, add 1 tbsp milk or heavy cream before reheating. Leftovers actually taste better the next day as flavors meld together! Store in an airtight container with a paper towel on top to absorb excess moisture.