Chef John's Macaroni and Cheese


This panko mac and cheese is an easy-to-make, old-school recipe with a perfectly crispy crust.

Prep Time:
15 mins
Cook Time:
45 mins
Total Time:
1 hrs


  • 1 (16 ounce) package elbow macaroni

  • ¼ cup butter

  • ¼ cup all-purpose flour

  • ¼ teaspoon dried thyme

  • ¼ teaspoon cayenne pepper

  • teaspoon white pepper

  • 3 cups milk

  • 1 teaspoon salt

  • ¼ teaspoon Worcestershire sauce

  • 1 pinch ground nutmeg

  • 3 cups shredded sharp Cheddar cheese, divided

  • 1 teaspoon Dijon mustard

  • ½ cup panko bread crumbs

  • 1 tablespoon butter, melted


  1. Preheat the oven to 400 degrees F (200 degrees C).

  2. Bring a large pot of lightly salted water to a boil. Cook elbow macaroni in the boiling water, stirring occasionally, until tender yet firm to the bite, about 8 minutes. Drain and set aside.

  3. Melt 1/4 cup butter in a large saucepan over medium heat. When butter starts to foam and bubble, stir in flour; cook on medium heat until flour begins to turn pale yellow, 3 to 4 minutes. Add thyme, cayenne, and white pepper; cook and stir another minute, then whisk in 1 cup milk until smooth. Pour in remaining milk and whisk again. Bring sauce just to a simmer.

  4. Stir in salt, Worcestershire sauce, and nutmeg. Simmer, whisking often, on medium-low heat until thickened, about 8 minutes.

  5. Turn heat off, then add 2 1/4 cups Cheddar cheese; stir until melted and combined. Mix in Dijon mustard.

  6. Transfer macaroni into a casserole dish, then pour in cheese sauce; stir to thoroughly combine pasta with sauce.

  7. Mix together panko bread crumbs and 1 tablespoon melted butter in a small bowl. Sprinkle mixture over macaroni and cheese. Sprinkle remaining 3/4 cup Cheddar cheese on top.

  8. Bake in the preheated oven until top is golden brown, about 20 minutes.

    close up on a large serving of macaroni and cheese on a plate
    Dotdash Meredith Food Studios

Nutrition Facts (per serving)

695 Calories
32g Fat
73g Carbs
29g Protein
Nutrition Facts
Servings Per Recipe 6
Calories 695
% Daily Value *
Total Fat 32g 41%
Saturated Fat 20g 100%
Cholesterol 95mg 32%
Sodium 928mg 40%
Total Carbohydrate 73g 26%
Dietary Fiber 3g 9%
Total Sugars 8g
Protein 29g
Vitamin C 0mg 2%
Calcium 572mg 44%
Iron 3mg 18%
Potassium 418mg 9%

* Percent Daily Values are based on a 2,000 calorie diet. Your daily values may be higher or lower depending on your calorie needs.

** Nutrient information is not available for all ingredients. Amount is based on available nutrient data.

(-) Information is not currently available for this nutrient. If you are following a medically restrictive diet, please consult your doctor or registered dietitian before preparing this recipe for personal consumption.

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