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No holiday meal should go without a casserole dish of Baked Macaroni and Cheese! This creamy mac and cheese is loaded with three types of cheese and topped with a crispy panko topping. 

Spoon about to serve baked macaroni and cheese out of a white casserole dish

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Did you grow up eating stovetop or baked mac and cheese?

Or were you like me and grew up eating a little bit of both?

I don’t know about you, but stovetop mac and cheese has always been the go-to for the average weeknight dinner. It’s pretty quick and easy and can be on the table in under 30 minutes.

But the baked stuff…that was always for special occasions. Holidays, extended family dinners, celebrations – that’s when you pull out the baked mac and cheese.

I don’t know if it’s the crispy topping that makes it seem fancy or just the extra step of baking it that makes me turn to it for holidays, but let me tell you something:

This particular Baked Macaroni and Cheese recipe makes me think I need to go for the baked version way more often. 

Close up of baked macaroni and cheese on a plate with other Thanksgiving sides


Here’s the thing about a good Baked Macaroni and Cheese: It has to be both crispy and creamy.

I want a super crispy topping and crispy baked edges (you know the corners are always the best part!), but I want the noodles inside to still be super cheesy and creamy.

Baked macaroni and cheese ingredients arranged on a marble counter

I am not here for a dry mac and cheese. That’s just a disappointment.

But I am proud to say that this recipe hits that balance.

Creamy and super cheesy noodles? Check!

Crispy, buttery panko topping? Check!

And while this recipe does take a bit more time than making a stovetop mac, the extra step of baking it is well worth it. 

White casserole dish of baked macaroni and cheese set on a pink dish towel on a marble counter


Since our cheese sauce has to be…well, cheesy…I decided to use THREE cheeses in this recipe:

  • Challenge cream cheese for ultra creaminess and a bit of tang
  • Cheddar for sharpness
  • Parmesan for a bit of saltiness

Does using three types of cheese seem a little extra? Maybe, but I really love the way that each of those cheeses rounds out the sauce. 

A nice sharp cheddar is always a must and using a salty cheese like parmesan is not too uncommon, but the cream cheese is what really brings this sauce together.

Just 4 ounces of Challenge cream cheese lends an extra smooth texture and just the right amount of tangy flavor to the sauce.

Overhead view of thanksgiving table with a plate full of baked macaroni and cheese and other thanksgiving sides in the center


To make this Baked Macaroni and Cheese, start by cooking your noodles. I like to go with the traditional elbow macaroni, but you could use any other small shape you like.

Just be sure to cook your pasta just shy of al dente. Since the macaroni is getting baked after we add the sauce, the pasta will finish cooking in the oven. Leaving it just slightly undercooked now will make sure it’s not completely mushy later.

While the pasta cooks, make the cheese sauce.

Casserole dish of baked macaroni and cheese on a table next to other Thanksgiving sides

Start by melting some Challenge salted butter in a saucepan, then whisk in some flour to make a roux, which will thicken the sauce.

Using Challenge butter will add both flavor and richness to the sauce. Because Challenge butter is churned daily from the freshest milk and without any artificial preservatives, fillers, or dyes, it adds the best butter flavor possible to this recipe. That’s why we will use Challenge butter in the panko topping later, too!

Slowly whisk in the milk and whisk constantly until the sauce just starts to bubble and has thickened. Then it’s time for the cheese!

Whisk in first the cream cheese, then the cheddar and the parmesan cheese a handful at a time. Make sure each addition is totally melted before you add more.

Finish the sauce off with a little bit of stone ground mustard, a few dashes of hot sauce, and salt and pepper to taste. I know that adding mustard and hot sauce might sound unconventional, but I almost never make mac and cheese without them! They really take that creamy cheese sauce to the next level.

Once you combine the cooked macaroni with the cheese sauce and pour it all into your casserole dish, it’s time to make that crispy topping.

Close up of baked macaroni and cheese in a white casserole dish


I decided to use panko breadcrumbs for this crispy topping because the texture of them can’t be beat. They’re so light! 

But they also need a little help to get nice and golden. 

Grab a skillet and melt a couple more tablespoons of Challenge salted butter. Add in the panko and toast, stirring constantly, for 2-3 minutes until the panko is golden brown. 

Keep a close eye on the panko, though, and definitely don’t walk away – we want the breadcrumbs to be golden, not burnt! 

As soon as the panko is beautifully golden, immediately remove the pan from the heat and sprinkle the breadcrumbs over the mac and cheese. Bake the whole thing for about 30 minutes or until the tops and edges are golden brown and delicious.

Overhead view of macaroni and cheese plated as part of Thanksgiving dinner


I know how everyone loves a make-ahead recipe for the holidays. Recipes like Overnight French Toast Casserole, Make-Ahead Breakfast Casserole, and Homemade Cranberry Sauce are all things we can make in advance instead of running around at the last minute trying to cook everything that day. 

If you want to make your Baked Macaroni and Cheese ahead of time, I recommend prepping it up through combining the sauce and noodles in the casserole dish. Cover it and refrigerate until you’re ready to bake.

Before baking, toast the panko and add it to the top of the casserole. Instead of baking for 30 minutes uncovered, bake covered with foil for 30 minutes and remove the foil and bake uncovered for 15-20 more minutes.

Whether you’re making this Baked Macaroni and Cheese for a holiday or special occasion or on a random Sunday night, this one is sure to be a hit with the whole family! 

White casserole dish of baked macaroni and cheese on a marble counter
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Baked Macaroni and Cheese

By: Jamie Lothridge
4.33 from 77 ratings
Prep: 20 minutes
Cook: 30 minutes
Total: 50 minutes
Servings: 8 -10 servings
No holiday meal should go without a casserole dish of Baked Macaroni and Cheese! This creamy mac and cheese is loaded with three types of cheese and topped with a crispy panko topping. 


  • 1 pound elbow macaroni
  • 5 tablespoons Challenge Salted Butter
  • 4 tablespoons flour
  • 3 cups whole milk
  • 4 ounces Challenge Cream Cheese
  • 8 ounces sharp cheddar cheese shredded
  • 1 cup shredded parmesan cheese divided
  • 1 tablespoon stone ground mustard
  • 2-3 dashes hot sauce
  • Salt and pepper to taste

For the topping:

  • 2 tablespoons Challenge Salted Butter
  • 1 cup panko breadcrumbs


  • Preheat oven to 375°F. Grease a 13×9-inch baking dish. Set aside.
  • Bring a large pot of heavy salted water to a boil and cook for about 7 minutes, or until just shy of al dente. Drain and set aside.
  • While the pasta is cooking, melt 5 tablespoons of Challenge Salted Butter in a medium saucepan or Dutch oven over medium heat. Whisk in the flour and cook for 1-2 minutes, whisking constantly. Slowly stream in the milk, continuing to whisk. Once all of the milk is added, cook over medium heat, stirring continuously, until the milk starts to bubble and the mixture is thickened. 
  • Whisk in the Challenge Cream Cheese until melted. Add in the cheddar cheese and half of the parmesan, one handful at a time, whisking until melted after each addition. 
  • Add in the mustard, hot sauce, and salt and pepper to taste. Stir the macaroni into the cheese sauce and pour into the greased baking dish. Sprinkle the remaining parmesan cheese over the top.
  • In a medium skillet, melt the remaining 2 tablespoons of Challenge Salted Butter over medium heat. Stir in the panko and cook, stirring constantly, for 2-3 minutes or until the panko is lightly golden. 
  • Sprinkle the toasted panko over the top of the macaroni and cheese. Bake for 25-30 minutes or until the top is golden brown. 



Calories: 411kcal, Carbohydrates: 29g, Protein: 16g, Fat: 25g, Saturated Fat: 15g, Polyunsaturated Fat: 8g, Trans Fat: 1g, Cholesterol: 68mg, Sodium: 527mg, Fiber: 1g, Sugar: 5g

Nutrition information is automatically calculated, so should only be used as an approximation.

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1 Comment

  1. Paula Bain says:

    My kids live out of town so because of the pandemic we won’t see each other for quite a while. I love this kind of mac and cheese but it’s too much for one person. However…how well does this freeze? Or does it?