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Rachael Ray's mac and cheese recipe delivers that perfect balance of creamy, cheesy goodness with a crispy breadcrumb topping—just like your favorite comfort food. This recipe captures her signature approach, where rich, velvety cheese sauce meets tender pasta and a golden, buttery breadcrumb crust.
I've tested this version countless times, and it never fails to impress with its simplicity and restaurant-quality results.
The beauty of this recipe lies in its straightforward steps: boil al dente pasta, prepare a smooth cheese sauce using a simple roux, combine everything, and bake until bubbly.
Rachael Ray's method ensures the sauce stays creamy without separating, even when reheated. The breadcrumb topping adds a satisfying crunch that contrasts beautifully with the soft, cheesy center.
What you’ll end up with is a dish that’s creamy, cheesy, and perfectly comforting—ideal for family dinners or casual gatherings. The pasta absorbs the sauce just right, and the breadcrumbs create a crispy, golden finish that everyone will love.
This is the kind of mac and cheese that makes you feel like you’re dining at a cozy restaurant.
Pair it with roasted broccoli or a simple green salad for a well-rounded meal. The recipe is designed to be foolproof, so even if you're new to baking mac and cheese, you’ll achieve professional results. Let’s get started on creating this cheesy masterpiece!
Ingredients for rachael ray mac and cheese
Pantry staples plus a few cheesy upgrades—this is Rachael Ray's mac and cheese made easy.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Uncooked, al dente preferred |
| Unsalted Butter 🧈 | ½ cup | Cold, cut into small cubes |
| All-Purpose Flour 🌾 | ½ cup | For roux, sifted preferred |
| Whole Milk 🥛 | 2 cups | Room temperature works best |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, block preferred |
| Medium Cheddar Cheese 🧀 | 1 cup | Shredded, block preferred |
| Parmesan Cheese 🧀 | ½ cup | Freshly grated, fine grate |
| Poultry Seasoning 🌿 | ½ tsp | For subtle flavor boost |
| Salt 🧂 | 1 tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ¼ tsp | Freshly ground preferred |
| Garlic Powder 🧄 | ¼ tsp | For subtle garlic flavor |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Extra-Virgin Olive Oil 🫒 | 2 tbsp | For breadcrumb topping |
The cheese is everything here. Sharp cheddar gives that tangy bite, while medium cheddar keeps it creamy—don't skimp on the block kind, it melts better than pre-shredded. Parmigiano-Reggiano is ideal for the Parmesan, but Kraft Parmesan from the green can works in a pinch. For the pasta, elbow macaroni holds up best to the sauce. I grab mine from Trader Joe's or the bulk bin at Whole Foods—just make sure it's not the pre-boiled kind. The butter? Land O'Lakes or Plugrá are my go-tos for that rich, buttery flavor that makes the sauce sing.
No sharp cheddar? Monterey Jack or Colby Jack work in a pinch, but the flavor won't be as bold. Pre-shredded cheese has anti-caking agents—grate your own for the best texture. Running low on Parmesan? Substitute with an extra 0.25 cup of medium cheddar. The breadcrumbs can be regular panko or Italian-style, but panko gives that extra crunch. For the olive oil, any good-quality brand works, but California Olive Ranch is my favorite for its fruity notes. The seasonings are flexible—skip the poultry seasoning if you don't have it, but add a pinch of smoked paprika for depth if you're feeling fancy.
This mac and cheese reheats beautifully—just cover it with foil and pop it in the oven at 350°F for 15-20 minutes. Keeps in the fridge for 4-5 days, but honestly, it disappears faster than that. For leftovers, I portion it into glass containers so it reheats evenly. The breadcrumb topping can be prepped ahead and stored in a ziplock bag for up to 3 days. Freeze the whole casserole for up to 3 months—just add 10 minutes to the baking time when reheating.
Why You'll Love This Recipe
- Pantry Magic: I’ll never overbuy cheese again—this recipe uses just a few cups of sharp cheddar, and the rest of the block stays fresh for grilled cheese or tacos. The butter-and-flour roux? That’s my secret for turning basic milk into something velvety without breaking the bank.
- Cheesy Crisp Perfection: The moment the toasted macaroni hits the stove and gets slathered in that golden roux? Instant gratification. That crispy edge on the pasta with the creamy, melty cheese inside? It’s the kind of bite that makes you pause mid-bite and sigh.
- Weeknight Hero: Between us, this is my go-to when I’m staring at a fridge full of random veggies and need something fast. Toss in steamed broccoli or sautéed mushrooms, and suddenly it’s dinner. Honestly, I’ve served it at potlucks, game nights, and even as a side for Thanksgiving leftovers—no one bats an eye.
- Leftovers That Don’t Suck: Most mac and cheese turns into a sad, gluey mess the next day. Not this one. The roux keeps it creamy, and the cheddar stays sharp. I’ll reheat a portion in the microwave (yes, even on a Tuesday night) and it’s still rich, still satisfying—proof that good food doesn’t have to be fresh to be worth making.
Step-by-step instructions for Rachael Ray's mac and cheese
Here's how to make this creamy, baked mac and cheese with a golden, buttery breadcrumb topping.
Cook the Elbow Macaroni to Al Dente
Bring a large pot of water to a rolling boil and add 12 oz elbow macaroni. Stir immediately to prevent sticking. Cook for 10-12 minutes until the pasta is al dente—it should have a slight bite when you taste it. Drain the pasta in a colander and return it to the pot. Give it a good shake to remove any excess water.
I like to keep the pasta slightly undercooked because it continues cooking in the oven. If you overcook it now, you'll end up with mushy mac and cheese. Set the pot aside for now—we'll add the cheese sauce next.
Make the Creamy Cheese Sauce
In a large saucepan, melt 0.5 cup unsalted butter over medium heat until it's completely liquid. Add 0.5 cup all-purpose flour and whisk constantly for 1-2 minutes until the mixture forms a smooth, pale roux. This step is crucial—if the roux darkens, it'll add a bitter taste to your sauce.
Slowly pour in 2 cups whole milk while whisking continuously. Bring the mixture to a gentle simmer and cook for 5-7 minutes, stirring often, until it thickens enough to coat the back of a spoon. Remove the pan from heat and stir in 2 cups sharp cheddar cheese, 1 cup medium cheddar cheese, and 0.5 cup parmesan cheese until fully melted and smooth.
Return the pot to low heat and stir in 0.5 tsp poultry seasoning, 1 tsp salt, 0.25 tsp black pepper, and 0.25 tsp garlic powder. The sauce should be rich, velvety, and fully combined. If it's too thick, add a splash of milk to reach your desired consistency.
Combine Pasta and Cheese Sauce
Add the cooked elbow macaroni to the cheese sauce and stir gently until every strand is fully coated. The pasta will absorb the sauce, so don't rush this step—let it sit for 1-2 minutes to soak up all that delicious flavor. Taste and adjust seasoning if needed.
Transfer the mac and cheese to a 9x9-inch baking dish (or similar size) and spread it out evenly. The mixture should be smooth and well-combined, with no dry spots. This is where all your hard work comes together—creamy, cheesy perfection.
Prepare the Crispy Breadcrumb Topping
In a small bowl, mix 0.5 cup panko breadcrumbs with 2 tbsp extra-virgin olive oil until evenly coated. The breadcrumbs should look moist but not wet—just enough oil to help them crisp up. Sprinkle the breadcrumb mixture evenly over the top of the mac and cheese, pressing down gently to help it stick.
This topping is what makes this mac and cheese special—it adds a delightful crunch that contrasts beautifully with the creamy sauce underneath. Don't skip this step, even if you're not a fan of breadcrumbs. Trust me, it's worth it.
Bake Until Bubbly and Golden
Preheat your oven to 375°F. Place the baking dish on the middle rack and bake for 20-25 minutes until the top is golden brown and the edges are bubbling. The cheese sauce should be hot and gooey, with a crispy, buttery crust on top.
Real talk: Your oven might run hot or cold, so start checking at the 20-minute mark. If the top browns too quickly, tent it loosely with foil to prevent burning. Once it's done, let it rest for 5 minutes before serving—this helps the cheese set slightly and makes it easier to cut.
Serve immediately with a side of steamed vegetables or a simple green salad. The contrast of the crispy topping with the creamy cheese sauce is pure comfort food magic. Enjoy your homemade, Rachael Ray-inspired mac and cheese!
Pro Tips For Making Rachael Ray Mac And Cheese
- STOP BOILING DRY PASTA: I learned this the hard way—overcooked elbow macaroni turns mushy when mixed with the cheese sauce. Cook it al dente (1 minute less than package instructions), drain, and rinse briefly with cold water. The starch clings to the pasta, helping the sauce stick like glue.
- GRATE CHEESE FRESH: Pre-shredded cheddar has anti-caking agents that make the sauce grainy. Use a box grater or food processor for sharp cheddar—it melts smoother and tastes fresher. (Yes, even if you’re impatient like me.)
- LOW AND SLOW FOR SAUCE: Rachel Ray’s recipe relies on a roux, and rushing this step means flour flavor instead of creamy richness. Cook the butter-flour mix over medium-low heat for 3–4 minutes until golden but not browned—this guarantees a velvety texture.
- SALT THE MILK: Whole milk needs salt to balance the cheese’s sharpness. Add ½ teaspoon salt to the milk before whisking it into the roux—it cuts through the richness better than adding it later. (Your future self will notice the difference.)
Storing and reheating your rachael ray mac and cheese
Refrigerator Storage
Store your baked mac and cheese in an airtight container with a tight-fitting lid to preserve freshness. I use glass Pyrex containers because they don’t absorb odors and reheat evenly. Keep it refrigerated at 40°F or below for up to 4-5 days—though honestly, it disappears faster than that!
The breadcrumb topping stays crispy for about 2 days if stored properly. For best texture, let it cool completely before covering to prevent condensation. 🥫
Freezer-Friendly Tips
This mac and cheese freezes beautifully for up to 3 months without losing its creamy texture. I recommend using quart-sized freezer bags or glass containers with 1-inch headspace for expansion. Label with the date and reheating instructions—trust me, you’ll forget!
Thaw overnight in the fridge for even reheating. The breadcrumb topping may soften slightly but crisps up again when reheated. ❄️
Oven Reheating
For the best results, cover the mac and cheese with aluminum foil and reheat in a 375°F oven for 15-20 minutes until bubbly. Remove the foil for the last 2-3 minutes to crisp the breadcrumbs.
If the top looks dry, drizzle a little milk or water before reheating to restore creaminess. This method keeps the sauce velvety and the breadcrumbs perfectly crunchy. 🔥
Microwave Shortcut
When you’re in a hurry, reheat individual portions in the microwave. Cover with a damp paper towel and heat on 70% power for 2-3 minutes, stirring halfway. Add a splash of milk or water if the sauce seems too thick.
The breadcrumbs won’t crisp up, but the cheese stays warm and gooey—perfect for a quick lunch. For even heating, cut into squares before microwaving. ✨
Reviving Leftovers
If your mac and cheese loses its crispy topping, don’t toss it! Sprinkle fresh panko breadcrumbs mixed with 1 tbsp melted butter on top and broil for 2-3 minutes until golden.
This trick works like magic to restore that satisfying crunch. You can also top with extra cheese or crushed tortilla chips for a fun twist. 💡
Portioning for Meal Prep
Divide the mac and cheese into single-serving portions before storing to make reheating easier. I use glass ramekins or small baking dishes for even heating. Store in the fridge for up to 5 days or freeze for 3 months.
When reheating, cover with foil and bake at 350°F for 10-15 minutes, then broil for 1-2 minutes to refresh the breadcrumbs. Perfect for busy weeknights! 📅
Nutrition facts
Frequently asked questions
Can I make this mac and cheese without baking it?
For a stovetop version, combine the cooked pasta and cheese sauce in a skillet over low heat for 5-7 minutes, stirring until creamy. Stir in 2 tbsp butter for extra richness. Skip the breadcrumb topping or sprinkle it on top just before serving. The texture will be softer but still delicious—perfect for a quick weeknight meal.
What's the secret to keeping the cheese sauce creamy?
Rachael Ray’s trick is using a pale roux (butter + flour cooked just until smooth) and avoiding overcooking the milk. Stir constantly while heating to prevent lumps, and never let the sauce boil after adding cheese. If it thickens too much, whisk in 1-2 tbsp milk to restore creaminess. Also, grate your own cheese—pre-shredded varieties contain anti-caking agents that can make the sauce grainy.
Can I use a different type of pasta?
Elbow macaroni is ideal because its shape holds the sauce well, but you can swap it for penne, shells, or fettuccine. Avoid long, thin noodles like spaghetti—they’ll get mushy. For extra flavor, try cavatappi or farfalle. Just adjust cooking times: test pasta for al dente (1-2 minutes less than package instructions) since it’ll finish cooking in the oven.
Why did my breadcrumb topping get soggy?
Soggy breadcrumbs usually happen from steam or not enough oil. Press the topping down gently before baking to help it stick, and make sure your breadcrumbs are evenly coated with oil (they should look damp but not wet). For extra insurance, bake at 375°F for 2-3 minutes before adding the mac and cheese, then top and bake as directed. If it still happens, try Italian-style breadcrumbs or a mix of panko and crushed crackers for better texture.
How can I make this dish kid-friendly?
Kids love this version! Cut the cheese slightly (use 1.5 cups sharp cheddar instead of 2) and add ¼ cup milk powder to the sauce for extra creaminess. For picky eaters, serve the breadcrumb topping on the side so they can add it themselves. You can also mix in diced ham or steamed broccoli for extra nutrition. Always let it cool slightly before serving—hot cheese sauce can be overwhelming for little mouths.