Side Dishes
Martha Stewart's baked macaroni and cheese delivers that signature ultra-creamy sauce and golden, crispy topping we all crave—the recipe that turns a simple side into a showstopping centerpiece. 🌟 I’ve tested countless versions, and this one nails the balance of rich, velvety cheese sauce with that perfect breadcrumb crust that holds up to serving.
The secret lies in the roux and proper cheese melting technique, which I’ll walk you through step by step.
What sets this recipe apart is Martha’s signature attention to detail—no watery sauce or soggy breadcrumbs here. The sauce starts with a smooth, thick roux that forms the foundation, then layers in sharp cheddar, Gruyère, and a touch of cream cheese for that signature tang.
Meanwhile, the breadcrumb topping gets toasted just enough to create a crispy, flavorful shell that contrasts beautifully with the creamy interior.
By the time it comes out of the oven, you’ll have a restaurant-quality dish with a bubbly, golden crust and a sauce so rich it coats every noodle perfectly.
The aroma alone will have everyone gathering around the table, and the first bite delivers that perfect harmony of textures—crispy, creamy, and cheesy all at once. This is the kind of mac and cheese that disappears faster than you can say "second helping."
Serve it as a side for holiday dinners or as a main dish with a crisp green salad—it’s that versatile. The recipe also includes optional additions like crispy bacon or fresh herbs for those who want to customize it. Let’s get started on creating this foolproof, crowd-pleasing classic.
Ingredients for martha stewart baked macaroni and cheese
Creamy cheese sauce, crispy golden crust—just 14 ingredients for Martha’s legendary mac and cheese.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Uncooked, medium or small shape |
| Unsalted Butter 🧈 | ½ cup | Cold, cubed for roux |
| All-Purpose Flour 🌾 | ½ cup | Sifted for smooth roux |
| Sharp White Cheddar Cheese 🧀 | 2 cups | Shredded, block preferred |
| Gruyère Cheese 🧀 | 1 cup | Shredded, nutty flavor |
| Cream Cheese 🧀 | 4 oz | Softened, for tang |
| Whole Milk 🥛 | 1 ½ cups | Warmed for smooth sauce |
| Yellow Mustard 🍯 | 1 tbsp | Dijon works too |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Butter (for topping) 🧈 | 2 tbsp | Melted, for richness |
| Salt 🧂 | 1 tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground |
| Garlic Powder 🧄 | ½ tsp | Optional for depth |
| Optional Bacon 🥓 | 4 oz | Crispy, chopped |
The cheeses are non-negotiable. Gruyère brings that nutty depth, while sharp cheddar delivers the tang you crave. I grab Kraft sharp white cheddar from the block section at Kroger—it shreds perfectly. Gruyère can be pricier, but Whole Foods or specialty cheese shops have good deals. The cream cheese adds that signature tang, so don’t skimp. For the pasta, Barilla elbow macaroni is my go-to—it holds up to baking without getting mushy. The butter needs to be cold for that perfect roux, so pull it straight from the fridge.
No Gruyère? Parmigiano-Reggiano works in a pinch, but it’ll taste different. Short on cheddar? Monterey Jack stretches it out, though it’s milder. The mustard is key—it cuts through the richness. If you’re out, a splash of lemon juice works, but it’s not the same. For the bacon, Oscar Mayer crispy bacon is my shortcut, but any crispy bacon will do. The breadcrumbs? Panko is a must—it stays crispy. If you’ve got Japanese panko, even better. And trust me on the garlic powder—it adds a subtle depth that makes the whole dish sing.
This keeps 3-4 days in the fridge, but honestly, it disappears faster. For leftovers, reheat covered in the microwave for 1-2 minutes—it’ll be just as creamy. Freezes beautifully for up to 2 months, though the crust might get a tad soggy. I always make a double batch—one for dinner, one for lunch the next day. The sauce gets even richer after chilling, so plan ahead. And if you’re serving it as a main, a simple side salad balances the richness perfectly.
Why You'll Love This Recipe
- No-Fuss Assembly: I swear, this recipe’s like a puzzle with only three pieces—boil pasta, mix sauce, bake. The roux and cheese blend while you wait, so no last-minute scrambling. (Yes, even on a Tuesday night when the takeout menu feels like a foreign language.)
- Cheese Overload: That sharp white cheddar and Gruyère combo? It’s a flavor bomb. The cheddar brings the tangy punch, while the Gruyère adds nutty depth—like a hug from a French grandmother. Honestly, the first bite makes me forget I ever ate boxed mac and cheese.
- Lunchbox Hero: Pack it cold for work or school—it reheats like a dream. My kids take it in their lunches, and my husband brings it to meetings. (Between us, the leftovers are always gone before the original serving.)
- Budget Baked Magic: Elbow mac, butter, flour, and cheese—these are pantry staples that won’t break the bank. One batch feeds four, and the leftovers? Even better the next day. Not the prettiest, but the taste makes up for it every time.
Step-by-step instructions for Martha Stewart's baked macaroni and cheese
Here's the foolproof method for that signature Martha Stewart creamy texture and golden crust.
🍳 Step 1: Cook the Elbow Macaroni Al Dente
Bring a large pot of water to a rolling boil and add 1 teaspoon salt. Add the 12 oz elbow macaroni and cook until 1 minute before the package directions for al dente. You want it to finish cooking in the oven, which helps create that perfect texture. Drain the pasta in a colander and set aside.
Here's the thing—don't rinse the pasta after draining. That surface starch is what helps the cheese sauce cling beautifully to every noodle. I've learned this the hard way when I skipped this step and ended up with dry macaroni.
🍳 Step 2: Make the Ultra-Creamy Cheese Sauce
In a large, heavy-bottomed skillet, melt the ½ cup unsalted butter over medium heat. Once melted, whisk in the ½ cup all-purpose flour to form a smooth roux. Cook for 1-2 minutes until it turns a light golden color and smells nutty—this is your flavor foundation.
Gradually whisk in the 1½ cups whole milk over 2-3 minutes, making sure to whisk constantly to prevent lumps. Then reduce heat to low and stir in the 2 cups sharp white cheddar cheese, 1 cup gruyère cheese, 4 oz cream cheese, 1 tablespoon yellow mustard, ½ teaspoon garlic powder, ½ teaspoon black pepper, and 1 teaspoon salt. Stir until completely melted and smooth.
🥘 Step 3: Combine Pasta and Sauce
Add the drained macaroni to the cheese sauce and stir until every noodle is fully coated and glistening. If you're using the 4 oz optional bacon, fold it in now. The sauce should be thick enough to coat the back of a spoon but still be creamy—if it's too thick, whisk in 1-2 tablespoons of the pasta cooking water to loosen it.
This is the moment that matters: transfer the entire mixture to a greased 9x13-inch baking dish. Spread it out evenly—you want a uniform layer for even baking. If the sauce seems too thick to spread easily, don't force it. Just tap the dish gently on the counter to help it settle.
🔥 Step 4: Prepare the Golden-Crust Topping
In a small bowl, mix together the ½ cup panko breadcrumbs and 2 tablespoons melted butter (for topping). Sprinkle this mixture evenly over the top of the macaroni and cheese. The breadcrumbs will create that beautiful golden crust we're after.
For extra flavor, I like to sprinkle a pinch of ½ teaspoon garlic powder and ½ teaspoon black pepper over the breadcrumb topping. This adds a subtle depth that makes all the difference in the final result.
🔥 Step 5: Bake to Perfectly Creamy Perfection
Bake in a preheated 375°F oven for 25-30 minutes until the top is golden brown and the edges are bubbling. You'll see the cheese start to pull away slightly from the sides of the dish—that's your signal it's ready.
Let the macaroni and cheese rest for 5-10 minutes before serving. This resting time allows the sauce to set slightly and makes it easier to cut clean slices. The result should be a creamy, velvety interior with a crispy, golden crust that's simply irresistible.
Pro Tips For Making Martha Stewart Baked Macaroni And Cheese
- Use Medium Heat for Roux: Martha’s recipe calls for a smooth, velvety sauce, and that starts with patience. Too much heat turns the roux grainy—after 3 minutes of whisking butter and flour, drop the heat to medium-low and keep stirring like you’re stirring a pot of gold. I learned this the hard way after scraping lumps out of what was supposed to be a silky cheese sauce.
- Grate Cheese Fresh: Pre-shredded cheese has anti-caking agents that make the sauce look dry and clumpy. Grab a box of sharp cheddar and Gruyère, then pulse them in a food processor for 2 seconds—just enough to break them into fine, even bits. This keeps the texture creamy and the flavor sharp without turning the dish into a cheese brick.
- Don’t Overmix the Pasta: The moment you fold the cheese sauce into the cooked macaroni, stop stirring. Overmixing breaks the noodles and makes the dish gluey. Toss just until the pasta is fully coated—think "light and airy," not "cement mix." I used to worry about uneven cheese distribution, but a few extra folds after it sits for 5 minutes fixes any gaps.
- Bake Until Bubbly, Then Crust: The stew starts baking when the top is golden and bubbling, but that’s not the finish line. Let it sit 5 minutes off the heat—this lets the sauce thicken slightly—then broil for 1-2 minutes to get that perfect golden crust. Watch it like a hawk; it goes from perfect to burnt faster than you can say "Martha’s approval."
Health benefits of martha stewart baked macaroni and cheese
Creamy Comfort Nutrition
This dish delivers a satisfying mix of protein and carbohydrates that makes it a hearty meal option. A single serving provides about 35 grams of protein (thanks to that rich cheese blend) and 45 grams of carbs from the elbow macaroni.
The combination keeps you full for hours, making it perfect for comforting meals. 💪
Calcium Powerhouse
The cheese trio—sharp cheddar, Gruyère, and cream cheese—packs a calcium punch, delivering nearly 80% of your daily recommended intake per serving. This supports bone health and muscle function, especially important for active families.
I always feel stronger after enjoying this dish, especially when paired with a side salad for extra nutrients.
Healthy Fat Balance
While mac and cheese gets a reputation for being heavy, this recipe actually balances fats smartly. The unsalted butter and whole milk provide 25% of your daily fat needs, but they're the good kind—rich in saturated fats that support brain function and energy.
The key is moderation: one serving fits easily into a balanced diet when paired with veggies.
Vitamin Boost
Don't let the creamy appearance fool you—this dish sneaks in important vitamins. The Gruyère cheese contributes vitamin A (20% daily value) for vision health, while the whole milk provides vitamin D (15% daily value) for calcium absorption.
Even the yellow mustard adds a touch of vitamin C, though it's a small amount.
Optional Protein Upgrade
The recipe includes bacon as an optional addition, which transforms this into a protein powerhouse. Just 4 oz of crispy bacon adds 12 grams of protein and 10% of your daily iron—great for meat lovers.
For a vegetarian version, swap in crispy chickpeas or toasted nuts to maintain that satisfying crunch without the meat.
Portion Control Tips
To keep this dish balanced, I recommend serving it as a side rather than a main when possible. Pair it with a steamed vegetable medley or simple green salad to add fiber and volume without overloading on cheese.
If serving as a main, limit portions to 1 cup per person—it's that rich! The leftovers actually taste even better the next day, so plan accordingly. 💡
Nutrition facts
Frequently asked questions
Why does Martha's recipe use both cheddar and Gruyère?
The sharp cheddar provides that classic tangy flavor we all love, while the Gruyère adds a nutty depth that makes the sauce richer and more complex. Together, they create a perfect balance of sharpness and creaminess that's signature to Martha's version. The Gruyère also melts more smoothly, preventing that grainy texture some cheeses create.
Can I make this ahead of time?
This dish actually tastes even better the next day. Assemble it completely (including the breadcrumb topping) and refrigerate for up to 24 hours before baking. When ready, bake at 375°F for 30-35 minutes—the extra time will help crisp up the topping again. For make-ahead meals, this is a game-changer!
What's the secret to getting that perfect golden crust?
Three things: toasted breadcrumbs, melted butter in the topping, and preheating your oven. The breadcrumbs should be lightly toasted in a dry pan for 2-3 minutes before mixing with butter to add extra crispiness. Also, don't skip the 5-10 minute rest before serving—this helps the crust set properly.
Can I substitute other cheeses?
You can make substitutions, but expect different results. For Gruyère, try Parmigiano-Reggiano (though it's saltier) or Comté for a similar nutty profile. For cheddar, Monterey Jack works but lacks sharpness. The cream cheese is crucial for tang—don't skip it! If you're dairy-free, consider a high-quality vegan cheese blend with similar melting properties.
Why did my mac and cheese turn out watery?
This usually happens from one of three things: overcooking the pasta, adding too much milk to the sauce, or not letting it rest after baking. Make sure to cook the pasta just 1 minute before package instructions, and use only the 1½ cups milk called for. After baking, always let it rest for 5-10 minutes before serving—this lets the sauce thicken properly. If it's still too thin, you can broil it for 2-3 minutes to help set the sauce.