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.
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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.
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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.






Kayla says
Hello - if I'm pulling the casserole from the refrigerator to bake, do I need to let the casserole dish come down closer to room temp or can it go straight into the hot oven? Thanks!
Chula King says
Hi Kayla,
I would put it straight in the oven. However, you'll need to add 10 to 15 minutes of baking time to compensate from the cold temperature.
Chula
Lynne says
Should this be covered when baking?
Chula King says
Hi Lynne,
I didn't covered the macaroni when baking it. I should have included that in the recipe, but will go back and add it to the recipe.
Thanks so much for asking!
Chula
Jenny Bell says
If I freeze this unbaked for a road trip, would you recommend adding the additional 1/2 cup milk?
Chula King says
Jenny,
Yes, I think it would be good to add another half cup of milk. As the macaroni sits, it absorbs some of the liquid.
Chula
Cindy says
How long do you bake the half recipe?
Chula King says
Cindy,
Assuming you're not baking the macaroni and cheese straight from the refrigerator, I would bake half a recicpe for 25 to 30 minutes or until the top is golden brown. If you
make it ahead of time and bake the macaroni and cheese from the refrigerator, add five to ten minutes to the cooking time.
Chula
Chula
Heather says
Hi I have made this Mac and cheese in the past. Wondering if I do day before can I bake in my new convection oven?
Chula King says
Hi Heather,
Congratulations on your new oven! You can definitely make the macaroni and cheese the day before, and store it covered in the refrigerator. Because the macaroni will absorb some of the liquid when stored, I would increase the amount of milk by about 1/2 cup.
For the convection oven, I would reduce the heat to 350°F.
Chula
Leslie says
Can I use a mix of cavatappi & elbow pasta to switch it up?
Thank you!
Chula King says
Absolutely Leslie!
Chula
M says
Can I make recipe and bake 3 days later? Or does it need to be bake the following day?
Chula King says
Yes, you can make the macaroni and cheese recipe three days before baking it. Just make sure that it's stored in an airtight container in the refrigerator to prevent the macaroni and cheese from drying out or absorbing other flavors.
Chula
Laura says
My family is not a fan of breadcrumbs, can I leave them out? Do I have to replace them with more cheese?
Chula King says
Laura,
I would just leave the breadcrumbs off. This has plenty of cheese already, so there's no need to add any more as a replacement for the breadcrumbs.
Chula
Camille says
Can I use American cheese for this recipe?
Chula King says
Camille,
I've not used American cheese in this recipe. However, I suspect that it would be fine.
Chula
Paula W Schwartz says
This was such a huge hit! Our picky eaters ate tons of this. I will be making this again & again.
Chula King says
I'm so pleased that the recipe worked for you!
Chula
Lou says
If used as a side will it serve more than 12?
Chula King says
Lou,
If the servings are really small, it could possible serve more than 12. However, this is so good that the servings will likely be on the larger size.
Chula
Lou says
Going to make this as a side dish for Easter. As a side will it serve more than
C says
Have you doubled this recipe? Is it just an exact conversion of each ingredient?
Chula King says
You can certainly double this recipe. Just double each of the ingredients.
Chula
Suzanne F. says
Do I need to buy block cheese and shred it myself or will packaged shredded cheese work?
Chula King says
Suzanne,
You can use packaged shredded cheese in this recipe/
Chula
Becky says
Oh my gosh......this was SO delicious! I made it for our card club group and everyone had seconds! I would highly recommend this recipe!
Chula King says
Thanks so much Becky! I'm glad the recipe was a success.
Chula
Vicki says
Making this for Easter. Can I cook a day ahead and warm the next day for dinner or should I bake it the same day I serve. Any suggestions if I cook the day before?
Chula King says
Vicki,
You can make this a day ahead and warm for the next day. I would, however, suggest adding more milk, about 1/2 cup if you do it this way. The macaroni tends to absorb some of the liquid. My real preference if you want to make this ahead of time would be to put everything together, cover the casserole and refrigerate it unbaked casserole. Then bake it the day you plan on serving it.