Martha Stewart macaroni and cheese is the baked kind I reach for when I want something richer than a stovetop version — tender elbow noodles folded into a sharp cheddar sauce and finished with a golden breadcrumb crust. It tastes tangy and savory up front, with a little nuttiness from the Parmesan and a whisper of nutmeg underneath. The sauce is velvety, and the topping gives you a crisp edge against the soft pasta. My version is inspired by Martha Stewart, built around the same kind of flour-thickened cheese sauce and buttery crumb topping.
Total time is about 50 minutes, with 20 minutes of prep and 30 minutes in the oven, and it stays easy enough for a busy night. It suits a holiday table just as well as a casual potluck, and it feeds 8 without much fuss. You will need a large pot, a saucepan, and one 9×13-inch baking dish.
Why This Martha Stewart Macaroni and Cheese Works
The sauce starts with a quick butter-and-flour roux, which thickens the milk and cream so the cheese blends in smoothly instead of breaking. I keep the heat gentle after the dairy goes in — a hard boil is what turns a cheese sauce grainy.
Adding the cheese off the heat is the other key move. It melts without overworked proteins tightening up, and the cheddar stays glossy and pourable. The breadcrumb topping goes on last so it crisps rather than sinking into the sauce.
What You’ll Love About It
The sauce is thick enough to coat every noodle, the topping gives a real crunch, and the whole thing comes together with pantry staples. It bakes hands-off in one dish, feeds 8, and reheats beautifully the next day.

Ingredients
This makes one 9×13-inch baking dish, enough for 8 servings.
For the Macaroni and Cheese
- 1 pound (454g) elbow macaroni — the classic short noodle that holds the sauce in its curves.
- 4 tablespoons (57g) unsalted butter, plus more for greasing
- 1/4 cup (31g) all-purpose flour
- 2 cups (480ml) whole milk — whole milk gives the creamiest texture; low-fat can taste thin.
- 1 cup (240ml) heavy cream
- 1 teaspoon kosher salt
- 1/4 teaspoon freshly ground black pepper
- 1/4 teaspoon ground nutmeg — a small amount sharpens the cheese flavor without reading as sweet.
- 3 cups (339g) shredded sharp cheddar cheese — shred it yourself; pre-shredded cheese can include anti-caking starch that keeps it from melting smoothly.
- 1/2 cup (50g) grated Parmesan cheese
For the Topping
- 2 tablespoons (28g) unsalted butter, melted
- 1 cup (115g) fresh breadcrumbs — coarse crumbs from day-old bread give the best crunch.
- 1/4 cup (25g) grated Parmesan cheese
Equipment
- Large pot — for boiling the pasta.
- Large saucepan — deep enough to whisk the sauce without splashing.
- Whisk — for a lump-free roux and sauce.
- 9×13-inch (23x33cm) baking dish — the size the timing is built around.
- Small bowl — for mixing the topping.

How to Make Martha Stewart Macaroni and Cheese
Step 1: Heat the Oven and Butter the Dish
Preheat the oven to 350°F (175°C) and butter a 9×13-inch (23x33cm) baking dish. Do this first so the oven is ready when the dish is assembled. Butter the corners and sides, not just the bottom, so the edges release cleanly.
Step 2: Boil the Macaroni Just Short of Al Dente
Bring a large pot of salted water to a boil, add the 1 pound (454g) elbow macaroni, and cook until just shy of al dente, about 6 minutes. Drain well and set aside. The pasta should still have a firm bite in the center; it finishes cooking in the sauce, so don’t take it to full tenderness here.
Step 3: Make the Roux
In a large saucepan, melt 4 tablespoons (57g) butter over medium heat. Whisk in 1/4 cup (31g) flour and cook, whisking constantly, for 1 minute until bubbly and golden. Keep the whisk moving so the flour doesn’t catch and scorch on the bottom of the pan.
Step 4: Whisk In the Dairy and Thicken
Gradually whisk in 2 cups (480ml) whole milk and 1 cup (240ml) heavy cream. Cook, whisking constantly, until the mixture thickens and coats the back of a spoon, about 5 minutes. Do not let it boil vigorously — a gentle simmer is all it needs, and it should look like thin gravy at this stage.
Step 5: Stir In the Cheese and Seasonings
Remove from the heat and stir in 1 teaspoon kosher salt, 1/4 teaspoon black pepper, 1/4 teaspoon nutmeg, 3 cups (339g) sharp cheddar, and 1/2 cup (50g) Parmesan until smooth. The residual heat melts the cheese without breaking the sauce. Stir until it is glossy with no streaks of cheese left.
Step 6: Fold In the Macaroni
Add the drained macaroni to the cheese sauce and stir until evenly coated. Transfer the mixture to the prepared baking dish and spread it level. Use a spatula to scrape out the last of the sauce — that’s flavor worth saving.
Step 7: Mix and Add the Topping
In a small bowl, combine 2 tablespoons (28g) melted butter, 1 cup (115g) fresh breadcrumbs, and 1/4 cup (25g) Parmesan. Sprinkle it evenly over the macaroni in an even layer. Even coverage browns more reliably than a few thick clumps.
Step 8: Bake Until Bubbly and Golden
Bake until the sauce bubbles at the edges and the topping is golden brown, 25 to 30 minutes. The center should look set and the edges slightly pulled away from the dish. Let it stand 5 minutes before serving so the sauce settles and holds together on the spoon.
What to Serve With It
- Roast chicken — a simple roasted bird round out the plate.
- Green salad — a crisp, lightly dressed salad cuts the richness.
- Steamed broccoli — a quick vegetable that soaks up the sauce.
- Tomato soup — a warm lunch pairing on a cold afternoon.
Tips for the Best Results
- Grate fresh cheese — buy blocks and shred them so the sauce melts without starch.
- Undercook pasta — stop at 6 minutes so the noodles absorb sauce in the oven.
- Warm the milk — gentle heat keeps the sauce from seizing when it hits the roux.
- Season to taste — sharp cheddar varies, so taste the sauce before baking.
- Use coarse crumbs — dry, chunky crumbs brown better than fine dusty ones.
- Rest before serving — 5 minutes of standing lets the sauce thicken slightly.
Easy Variations
- Swap the cheese — use 3 cups (339g) Gruyère instead of cheddar for a nuttier flavor.
- Add mustard — stir 1 teaspoon Dijon into the sauce with the seasonings.
- Crispier top — increase breadcrumbs to 1 1/2 cups (172g) for a thicker crust.
- Smoky twist — add 1/2 teaspoon smoked paprika to the topping for color and depth.
Storing and Reheating
Cover and refrigerate leftovers for up to 4 days, or cool completely and freeze for up to 2 months; thaw overnight in the fridge before reheating. Cover with foil and bake at 350°F (175°C) for 20 to 25 minutes, until heated through. To be safe, it should reach 165°F (74°C) in the center.
Nutrition (per serving)
These values are estimates per serving, based on 8 servings.
| Nutrient | Amount |
|---|---|
| Calories | 647 kcal |
| Protein | 23g |
| Carbs | 52g |
| Fat | 36g |
| Fiber | 2g |
| Sodium | 760mg |
FAQs
Can I make this Martha Stewart macaroni and cheese recipe ahead of time?
Yes. Assemble it through the topping step, cover, and refrigerate for up to 24 hours before baking. Add about 10 minutes to the baking time since it goes in cold.
What is the best cheese to use?
Sharp cheddar gives the tang the dish is known for, with Parmesan adding nutty depth. You can swap in Gruyère or a mild cheddar, but keep the total amount at 3 cups (339g).
How do I know when it is done?
The sauce should be bubbling at the edges and the topping evenly golden, 25 to 30 minutes. If the crumbs brown too fast, tent the dish loosely with foil for the last few minutes.
Where did macaroni and cheese come from?
The combination of pasta and cheese traces back to Europe, and baked versions became popular in American cooking. It is now a staple comfort food and a regular on holiday tables across the country.
PrintMartha Stewart-Inspired Macaroni and Cheese
Creamy, cheesy macaroni and cheese with a golden, crunchy breadcrumb topping, inspired by Martha Stewart’s classic American comfort food. A blend of sharp cheddar and nutty Parmesan creates a rich, velvety sauce that clings to every elbow noodle.
- Prep Time: 20
- Cook Time: 30
- Total Time: 50
- Yield: 8 1x
- Category: Dinner
- Method: Baking
- Cuisine: American
Ingredients
- 1 pound (454g) elbow macaroni
- 4 tablespoons (57g) unsalted butter, plus more for greasing
- 1/4 cup (31g) all-purpose flour
- 2 cups (480ml) whole milk
- 1 cup (240ml) heavy cream
- 1 teaspoon kosher salt
- 1/4 teaspoon freshly ground black pepper
- 1/4 teaspoon ground nutmeg
- 3 cups (339g) shredded sharp cheddar cheese
- 1/2 cup (50g) grated Parmesan cheese
For the Topping
- 2 tablespoons (28g) unsalted butter, melted
- 1 cup (115g) fresh breadcrumbs
- 1/4 cup (25g) grated Parmesan cheese
Instructions
- Preheat oven to 350°F (175°C). Butter a 9×13-inch (23x33cm) baking dish.
- Bring a large pot of salted water to a boil. Add macaroni and cook until just shy of al dente, about 6 minutes. Drain well and set aside.
- In a large saucepan, melt 4 tablespoons butter over medium heat. Whisk in flour and cook, whisking constantly, for 1 minute until bubbly and golden.
- Gradually whisk in milk and cream. Cook, whisking constantly, until mixture thickens and coats the back of a spoon, about 5 minutes. Do not let it boil vigorously.
- Remove from heat and stir in salt, pepper, nutmeg, cheddar, and 1/2 cup Parmesan until smooth.
- Add drained macaroni to the cheese sauce and stir until evenly coated. Transfer to the prepared baking dish.
- In a small bowl, combine melted butter, breadcrumbs, and 1/4 cup Parmesan. Sprinkle evenly over the macaroni.
- Bake until bubbly and topping is golden brown, 25 to 30 minutes. Let stand 5 minutes before serving.
Notes
Storage: Cover and refrigerate leftovers for up to 4 days. Freezing: Cool completely, wrap tightly, and freeze for up to 2 months. Thaw overnight in the refrigerator before reheating. Make-ahead: Assemble through step 7, cover, and refrigerate up to 24 hours; add 10 minutes to baking time. Reheating: Cover with foil and bake at 350°F (175°C) for 20 to 25 minutes, or until heated through.
Nutrition
- Calories: 647
- Sugar: 6g
- Sodium: 760mg
- Saturated Fat: 21g
- Carbohydrates: 52g
- Fiber: 2g
- Protein: 23g
- Cholesterol: 105mg
Keywords: macaroni and cheese, baked mac and cheese, creamy macaroni and cheese, Martha Stewart recipes, comfort food, cheddar cheese, pasta bake, family dinner, homemade mac and cheese, cheesy pasta

