Best Ultimate Make-Ahead Creamy Macaroni and Cheese is elegant enough to serve for special occasions but easy enough to serve during the week. Its creamy, ooey gooey cheesy goodness makes it the ultimate comfort food for any time, especially as a holiday side dish for Thanksgiving and Christmas! It can even be served as a main dish.

Because this recipe can be made ahead of time, it's perfect for that busy holiday season when you want to save time to be with friends and family.
If you've never made homemade macaroni and cheese before, it might seem unnerving, especially if served at a holiday feast. Not to worry - it really is an easy mac and cheese recipe to make involving the basic steps described below.
Jump to:
Quick Look at the Recipe
- What it is: A creamy, from-scratch baked macaroni and cheese with Gruyère and sharp Cheddar
- Prep time: 20 minutes
- Bake time: 45 minutes
- Difficulty level: Easy
- Servings: 10 to 12
- Make-ahead: Assemble through the topping, cover, and refrigerate up to the day before baking
Ingredients: Here's What You'll Need

- The Macaroni: There's nothing special here - I used regular dried elbow macaroni.
- The White Sauce: The sauce for the macaroni and cheese starts with a regular bèchamel sauce or white sauce made with unsalted butter, all-purpose flour, Kosher salt, black pepper, nutmeg, and whole milk.
- The Cheeses: I use two kinds of cheese in this recipe - Gruyère cheese and extra sharp Cheddar cheese. However, you could any good melting cheese like Monterey Jack or Pepper Jack cheese. You could also use Parmesan cheese.
- The Topping: For the breadcrumb topping, I use Panko breadcrumbs.
First: Cooking the Macaroni
- Cook the macaroni: Add the macaroni to a large pot of salted water and cook to the al dente stage according to package directions.

- Drain: Drain the macaroni in a wire mesh strainer and rinse it well with cold water. Set the cooked macaroni aside while making the cheese sauce.

Second: Making the Creamy Cheese Sauce
- The roux: Melt part of the butter in the same saucepan I used for the macaroni. Then, whisk in the flour. Cook the roux over medium heat for several minutes to eliminate the raw flour taste.

- The milk: Next, add the milk and whisk the sauce over medium heat until thickened and bubbly.

- The cheeses: Remove the pan from the heat, then add part of the Cheddar cheese, all the Gruyère cheese, salt, pepper, and nutmeg. Whisk the mixture until the cheese has melted and the sauce is creamy and smooth.

Finally: Finishing the Make-Ahead Mac and Cheese
- Add cooked macaroni: Once the cheese sauce is ready, add the cooked macaroni and stir until the macaroni is well coated.

- The casserole dish: Transfer the macaroni and cheese to a greased casserole dish.

- The toppings: Top the macaroni and cheese with the remaining Cheddar cheese and sprinkle with Panko breadcrumbs. Finish by dotting the top with butter.

- Make-ahead: Allow the macaroni and cheese to come to room temperature. Then cover and refrigerate it overnight. If desired, the macaroni and cheese could also be baked uncovered at this point.

- Bake: When ready to bake, remove the foil and bake the macaroni and cheese at 375°F for about 45 minutes, or until hot and bubbly with a golden-brown top.
The Ultimate Make-Ahead Macaroni and Cheese was a classic Mac and cheese taken to the next level. It was creamy, cheesy, full of extra richness, and certain to become a family favorite recipe. Yum!

PudgeFactor's Test Kitchen Tips
- I like to use whole milk in this recipe, but low-fat milk also works
- I generally use extra-sharp Cheddar cheese, but have used regular and sharp Cheddar cheese as well.
- No Panko on hand? Plain breadcrumbs or crushed Ritz crackers are good substitutes.
- The macaroni tends to absorb liquid as it sits. Therefore, if making the macaroni and cheese ahead of time, increase the milk from 4 cups to 4 ½ cups.
- If baking the casserole straight from the refrigerator, add 5 to 10 minutes of baking time.
In Case You Were Wondering
I like to shred my cheese, but you can definitely use pre-shredded cheese in this recipe.
I like to use sharp Cheddar cheese and Gruyère in this recipe. But any good melty cheese can be used. Feel free to experiment.
This can absolutely be cut down. Here are the measures that I use when I make half the recipe:
1 Tablespoon Kosher salt, divided
8 ounces of dried elbow macaroni
2 cups milk
4 Tablespoons unsalted butter, divided
¼ cup all-purpose flour
1 ¼ cups (5 ounces) shredded Gruyère cheese
2 ½ cups (10 ounces) shredded sharp cheddar cheese, divided
¼ teaspoon black pepper
⅛ teaspoon ground nutmeg
1 cup Panko breadcrumbs
This recipe makes delicious leftovers. I generally reheat the leftovers in the microwave for several minutes until fully heated. You could also reheat the leftovers in a 350°F oven for about 15 minutes if you wanted to preserve the crunchiness of the Panko breadcrumbs.
The macaroni and cheese freezes beautifully. If you bake it frozen, I would add 10 to 15 minutes to the baking time.
If you'd prefer a quicker Mac & Cheese, check out Susan's Easy Stove-Top Mac & Cheese. It's amazing.
Did you make this recipe? We'd love to know how it turned out! Leave a review below. Then, share a picture on Instagram and tag @pudgefactor so we can see it.
Don't forget to follow us on Pinterest, Facebook, YouTube, Flipboard, and Instagram.
Thank you so much for visiting PudgeFactor. We hope you'll come back!
Recipe
Want to Save This Recipe?
Enter your email & I'll send it to your inbox. Plus, enjoy weekly doses of culinary inspiration as a bonus!
By submitting this form, you consent to receive emails from Pudge Factor.

Ultimate Make Ahead Macaroni and Cheese
Ingredients
- 1 ½ Tablespoons Kosher salt, divided divided
- 16 ounces dried elbow macaroni
- 4 cups (32-ounces) milk (See Tip 1)
- 8 Tablespoons (1 stick, 4-ounces) unsalted butter, divided
- ½ cup (2.5-ounces) all-purpose flour
- 2 ½ cups (10-ounces) Gruyère cheese, shredded
- 4 ½ cups (18-ounces) sharp Cheddar cheese, shredded and divided (See Tip 2)
- ½ teaspoon freshly ground black pepper
- ¼ teaspoon ground nutmeg
- 1 ½ cups Panko breadcrumbs (See Tip 3)
Instructions
- Preheat the oven to 375°F. Spray a 3-quart baking dish with nonstick spray. Set aside.
- Bring a large pot of water with 1 Tablespoon of Kosher salt to a boil. Add the macaroni and cook according to the directions on the package, for 9 to 10 minutes. Drain and rinse well with cold water; drain completely. Set aside.
- Melt 6 tablespoons of butter in a large (4-quart) pot; whisk in the flour. Cook over medium heat for 2 minutes, stirring with a whisk. Whisk in the milk and cook for several more minutes, until bubbly and thickened.
- Remove pan from heat; add 3 cups of the Cheddar cheese, all of the Gruyère cheese, ½ tablespoon salt, pepper, and nutmeg. Stir until all of the cheese is melted and the sauce is creamy and smooth.
- Add the cooked macaroni and stir well. Pour into a 3-quart baking dish.
- Top macaroni and cheese with remaining 1-½ cups Cheddar Cheese and Panko breadcrumbs mixed. Dot with remaining butter.
- May be prepared in advance up to this point, covered, and refrigerated. (See Tip 4)
- Bake, uncovered, for 40 to 45 minutes, or until the sauce is bubbly and the top is golden brown. (See Tip 5)
- Yield: 10 to 12 Servings.
Video
Tips/Notes
- I used whole milk in this recipe, but you could also use low-fat milk.
- I've made this with regular cheddar cheese, sharp cheddar cheese, and extra-sharp cheddar cheese. All are delicious.
- Rather than Panko breadcrumbs, you can use regular plain breadcrumbs or crushed Ritz crackers.
- If prepared ahead of time, the macaroni will absorb some of the liquid as it sits. So increase the milk to 4 ½ cups.
- If you're baking this after it's been in the refrigerator, you will need to add 5 to 10 minutes to the baking times.
Nutrition
I originally posted the Ultimate Make-Ahead Macaroni and Cheese on December 25, 2017. Since then, it has been my go-to recipe for an amazing macaroni and cheese.
In this re-post, I added new pictures and updated text. I also included the measurements that I use when I cut the recipe in half. In fact, the pictures that I used are for a half recipe.






DeeDee says
How much cook time would you recommend at 350? Trying to cook with other sides at the same time.
Chula King says
Hi DeeDee,
I would add about 10 minutes if cooking it at 350°F instead of 375°F. The sauce should be bubbly and the top golden brown.
Chula
Sarah H says
How long would you cook this for if it has been frozen l? Or should I defrost in the fridge first?
Chula King says
Sarah,
I think you'd be better putting it in the fridge overnight to defrost (if you have the time). Out of the refrigerator, I would add 15 to 20 minutes, depending on the depth of your casserole dish.
Chula
Cyndi says
I found this recipe a few years ago, I make it a lot. I use it as a side and also for main dishes, just adding different meats and veggies. I make several batches at a time and just freeze for later. I just wanted to give kudos, I love this recipe and my kids thank you!
Chula King says
Thank you and your kids so much Cynd!
Chula
Kathy says
Did you name and then freeze and then reheat? Or just mix all together and freeze in the casserole dish?
Chula King says
Kathy,
I make the macaroni and cheese in the casserole dish. Rather than putting it in the oven, I freeze it fully assembled.
Chula