Classic Crispy Top Macaroni and Cheese

By Ann Fulton

Classic Crispy Top Macaroni and Cheese - all-time favorite recipe with a spot-on gluten-free adaption linked
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This is basic mac and cheese at its best – easy and cheesy with just the right amount of crusty topping!


Do you have a favorite comfort food? Good old macaroni and cheese is my 10-year-old’s usual request and he asked for it several times recently and I hadn’t gotten around to it.

Then, he got sick (twice!) and didn’t want to eat a thing. When he was finally on the mend and his appetite was returning, I knew it was time to make his favorite.

For a fancy mac and cheese, Ina Garten, of The Barefoot Contessa fame, has a terrific recipe. For a great traditional recipe which pleases kids and adults alike, I love this version.

It’s simple yet truly special thanks to the crunchy topping and hint of Dijon. All the ingredients are easy to have on hand, too.

Feel free to use your go-to block cheddar cheese, but for this recipe, I don’t hesitate to use my favorite brand of pre-shredded cheddar. We enjoy extra-sharp (and Sargento’s Double Cheddar is wonderful), but if you prefer a mild cheddar, use that.

I like to put fresh tomato slices under the topping prior to baking, but I have purists in my family. So, I eat my tomatoes on the side. Several people in my extended family must eat their macaroni and cheese with a side of stewed tomatoes. Accordingly, they are sometimes on the menu.

This is also a great time to pull your favorite bag of frozen green veggies out of the freezer, which happen to be extra nutritious since they’re frozen at the peak of ripeness. Easy too.

Christian, however, would be happiest with a mountain of mac and cheese on his plate, and nothing else. This recipe is dedicated to him. And I hope you enjoy it as much!

Bucatini, which is like a spaghetti-length elbow macaroni, is a fun noodle option, although the standard elbows are always a solid choice. Gemelli offers another good way to mix things up. For easier cleanup, add the cooked pasta to the cheese mixture rather than the other way around. Then, you only have one goopy pan to clean!

This is basic mac and cheese at its best – easy and cheesy with just the right amount of crusty topping. A comforting crowdpleaser!

 For a gluten-free mac and cheese–that nobody ever knows is gluten-free!–click here or on the photo below…

This is basic mac and cheese at its best – easy and cheesy with just the right amount of crusty topping. A comforting crowdpleaser!

Classic Crispy Top Macaroni and Cheese
Yield: 6 servings
This is basic mac and cheese at its best – easy and cheesy with just the right amount of crusty topping. People can’t put their finger on the secret ingredient, but the tiny bit of Dijon enhances the flavor beautifully. For added convenience, this recipe may easily be doubled, and it freezes well.
  • 8 ounces pasta (my favorites are the traditional elbow, gemelli, and bucatini)
  • ¼ cup butter
  • 3 tablespoons all-purpose flour
  • ¼ teaspoon each kosher salt and freshly ground pepper
  • 1 level teaspoon Dijon mustard (resist the urge to use a heaping spoonful…a little goes a long way)
  • 2 cups milk (I use nonfat but 2% or whole are fine also.)
  • 2 cups (8 ounces) shredded sharp cheddar cheese
For the topping
  • 2 tablespoons butter, melted
  • 1 cup panko (Japanese bread crumbs) or coarse dry bread crumbs
  • ½ cup (2 ounces) shredded cheddar cheese (see notes)
  1. Preheat oven to 350℉.
  2. First, make the topping by tossing the panko with the melted butter in a medium bowl. Then mix in the cheese. Set aside.
  3. Cook the pasta according to the package directions, drain and cover.
  4. While the pasta is cooking, melt the butter in a large saucepan and blend in the flour, salt and pepper. Cook until the mixture is bubbly, and then gradually add the milk, stirring while adding. Stir in the Dijon.
  5. Over medium heat, cook and stir until the sauce boils, and then simmer for one minute, stirring constantly.
  6. Reduce the heat to low, add the cheese, and stir until just melted.
  7. Add the pasta to the cheese mixture and toss lightly to coat. Pour into a 9-inch square baking dish (see note), and then sprinkle with the topping.
  8. Bake for 20-25 minutes or until the cheese is bubbly and the topping is lightly golden.

• This recipe may be baked in any 2-quart casserole. I like using a 9-inch square pan because it provides a good ratio of crispy surface area to gooey inside. If you use a 9-inch round casserole, which yields slightly less surface area, you may wish to use about ¾ of the topping recipe.

• When freezing, it’s best to do so prior to baking.

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  1. Deb Fish

    Just made this for a houseful of hungry college kids. I doubled the recipe and made it in a 13×9 pan using Sargento 4 State Shredded Cheddar. It was a huge hit.

    1. Ann

      Thanks so much for the great feedback, Deb! It makes me feel especially good to know this was so well received by a houseful of college boys!

  2. Mary Lou Keller

    Making tonight for first time this fall. Perfect for first really chilly evening! Funny story, in my haste to get it made I used 1/4 cup butter for topping. Oops! I’m sure it will taste quite yummy in spite, or because of that. 🙂

    1. Ann

      I am sure it will be extra special! Funny thing is, I just made this the other night, too. My younger son requests it often and it had been too long!

  3. Mary Lou Keller

    This turned out even better than first time I made it and so nice and crispy on top! This is a new staple in our house now.. YUM

  4. Mary Lou Keller

    Cold rainy day in Cincinnati. I am making this again tonight for dinner.. I love this recipe, reminds me of how my mom used to make mac and cheese. It is soooo good Ann!

    1. Ann

      Always a treat to see a message from you, Mary Lou! I think that rain is coming our way, and this dish sounds like a very good choice!

    1. Ann

      Hello Marilyn,
      I think this would be the perfect meal on a cold Iowa night! Thanks so much for the comment and I hope you enjoy!

  5. Mary Lou Keller

    It was a huge hit! my husband and I almost finished off the entire casserole. I had to stop myself! I am working today so I brought some in for lunch along with leftover curried lentil soup. 🙂

  6. Tonya

    This will go with tonight’s dinner, we’re having vension roast. We like to put the gravy on the macaroni and cheese and a green vegetable to balance it out. Thank you for the recipe…

    1. Joyce

      I wish you could give me a good recipe for venison roast.
      My son has his deer and I told him that I would fix a roast for him, but I have no idea how to do it?

      Mac & Cheese sounds so good. Similiar to mine, but I know it is better. I use boxed and just add everything I can think of to make it better. Now I will try this. I can cook but have never done Mac & Cheese this way and have never made a venison roast.

      1. Ann

        I wish I had a venison roast recipe to share with you, Joyce. My mother-in-law is the one you need to talk with: ) I can, however, vouch for the mac & cheese!

  7. Mary Lou Keller

    going to make this tonight, since it appeared on FaceBook today. Making fish and this will be perfect accompaniment for it!

  8. Kate

    Made this tonight! You are right, perfect solution when there is nothing else left in the fridge; we had all of the ingredients on hand, but had to hand shave the sharp cheddar cheese. Thanks Ann!

  9. Rila Hackett

    Hi Mrs. Fulton, this is Colin. I loved the mac and cheese. I even helped make it with my mom and sister. I loved the bread crumbs on the top of it and it gave it a lot of flavor. Thanks for your hard work in making all these recipes. Love your food!

    1. Ann

      Thank you very much, Colin! I bet it tasted extra delicious thanks to your help! (By the way, I love your piano playing and can tell you work very hard at it. You knocked the socks off the entire audience last night…well done!)

  10. Beverley

    My dear Ann I have had a long day at work today and I just came on line to check a couple of things and your recipe popped up! I have to make this soon cause I love mac n cheese and anything that has a crispy topping…I usually eat my portion and then pick all the crispy bits off of the sides of the serving dish. When I make it I will post a picture. Lots of hugs and love , Beverley xoxo

    1. Ann

      I anxiously await your picture, Beverley! I am with you on the crispy topping and, so often, those bits around the edges call my name, too: )

  11. Mary Lou Thudium

    I love your recipes! They have simple, nutritious ingredients, easy to follow intructions and taste wonderful. Thank you for sharing.

  12. Mary Lou Keller

    Oh Ann, this looks really good! My mom used to make the BEST baked mac and cheese, never ever did we have the boxed kind, probably because it was not readily available when I was a kid. That really dates me I know. I do remember mom using mustard in hers and it was so tasty!

    I still have the round pyrex bowl she used to bake it in. I am going to give this a try, perhaps this weekend.

    1. Ann

      Oh, Mary Lou, I can just imagine that round Pyrex bowl! Sounds like one my grandmother and mother used! Sometimes, the memories are as good as the meal!

  13. Rila Hackett

    Ann, one of my “rewards” for completing other tasks on my To-Do list is to check your website — which always encourages and inspires me. It’s especially fun to have talked with you yesterday about this recipe and then see it (photographed beautifully) online. My kids love mac and cheese but I’ve not done a scratch version so I can’t wait to try it. And Colin will be thrilled for your semi-incognito shout-out to him. Thank you!!

    1. Ann

      So great to talk with you, Rila–as always! Your comment makes my day and I hope this recipe stands up to their regular mac and cheese!!

  14. Mary Dupre

    I guess I am a purist as I do not want tomatoes, ham, tuna, peas or anything else like that in my mac and cheese, please! Mac and cheese is complete as it is! And please, do not add any type of mustard because, as you say, a lot does go a long way. Now that I am diagnosed with Celiac Disease, I must use wheatless macaroni and flour, so making a good mac and cheese is a little different and not as easy as it was pre-Celiac! Since I feel so much better now, I can “make do” and will continue on my search for quality tasting foods. Just, please, don’t mess up the mac & cheese! 🙂

    1. Ann

      It is great to have gluten-free options. I know my Dad, who cannot eat gluten either, is always grateful to be able to enjoy his old favorites. And I do my best to keep the purists in my family happy and add just enough Dijon to flavor subtly without being mustardy: )