Mac and Cheese with Bread Crumbs

Homemade mac and cheese with bread crumbs is creamy, cheesy, and topped with crunchy bread crumbs that add an extra layer of flavor and texture. With just a few simple ingredients and some easy steps, you can whip up a delicious and satisfying side dish that everyone will love. Get ready to dig into the best mac and cheese with bread crumb topping you’ve ever tasted!

Homemade mac and cheese with bread crumbs in a baking dish and on a plate.

This post contains affiliate links. As an Amazon Associate, I earn from qualifying purchases.

Baked Mac and Cheese

Evaporated milk and dry mustard make this baked mac and cheese with breadcrumbs an extra special dish. This is truly the ultimate in macaroni and cheese, and the addition of eggs turns the dish into a southern baked mac and cheese with evaporated milk. The eggs also make the dish a little firmer than a straight cheese sauce macaroni and cheese.

Why You Should Try This Recipe for Baked Macaroni and Cheese With Bread Crumbs

Macaroni and cheese is a staple in most households with children. The reason you absolutely have to try this mac and cheese with breadcrumbs is simple. It’s the most satisfying homemade mac and cheese your family will ever enjoy. You will find that it’s really a challenge to beat this macaroni and cheese that is finished off with a satisfying crunchy breadcrumb topping.

If the only mac and cheese you are familiar with is out of a box, you’ll never make it that way again. And this mac and cheese recipe is really not that much more work! This from-scratch baked macaroni and cheese with breadcrumbs recipe will become a staple in your dinner rotation.

Baked Mac and Cheese With Bread Crumbs – Ingredients You Will Need

Very basic ingredients are all you need for this southern baked mac and cheese with evaporated milk.

  • Macaroni
  • Cheese
  • Eggs
  • Evaporated milk
  • Butter
  • Bread crumbs
  • Hot red pepper sauce
  • Dry mustard
  • Salt and pepper
Mac and cheese with bread crumbs ingredients on a tray.

Ingredient Notes

Using fresh breadcrumbs rather than breadcrumbs out of a can will definitely work better. Learn how to make bread crumbs.

Use block cheese and shred it yourself. Pre-shredded cheese is coated with anti-caking agents to prevent clumping and won’t melt properly and smoothly.

Equipment Needed

How to Make Baked Macaroni and Cheese With Evaporated Milk

This baked mac and cheese with breadcrumbs recipe is very easy to make. Here’s what you do in brief:

  1. Mix together the breadcrumbs and butter and toast. 
Bread pieces in a baking dish.
Toasted bread crumbs in a baking pan.
  1. Cook the macaroni until al dente and stir in some butter. 
Cooked macaroni and butter pieces in a baking dish.
  1. Place the eggs, evaporated milk, pepper sauce, a little salt, pepper, and mustard in a small bowl. Whisk to combine.
Mac and cheese sauce mixture in a bowl.
  1. Pour the mixture over the macaroni.
  2. Add 3/4 of the cheese and bake for 5 minutes at 350°F. 
Mac and cheese in a baking dish before baking.
  1. Remove from the oven and thoroughly stir, adding a little more milk and cheese. Bake for an additional 5 minutes.
  2. Remove from the oven again and stir so that everything cooks evenly, adding additional milk and cheese if necessary. 
Mac and cheese in a baking dish after being stirred during baking.
  1. Bake for 20 minutes.
  2. Remove from the oven and stir in the remaining milk and cheese. 
  3. Serve topped with toasted breadcrumbs.
Mac and cheese with bread crumbs serving on a plate in front of the dish.

Baked Macaroni and Cheese With Breadcrumbs – Variations

Mac and cheese easily lends itself to variations. Here are some suggestions:

Pasta: For mac and cheese, you want a pasta shape with grooves that can hold onto the cheese sauce. Elbow macaroni is classic, but shells, fusilli, penne, or cavatappi would also be great. 

See this guide to pasta shapes and how best to use them.

Cheese: Switch up the cheese or use a combination of different cheeses. Sharp Cheddar cheese and gruyere are wonderful together. If you can’t find gruyere, Swiss or Jarlsberg is the best substitute. Other cheeses that work well are mozzarella cheese, Monterey jack, sharp white cheddar, or pepper jack (for a bit of zip).

Seasoning: Add some nutmeg, cayenne pepper, or Dijon mustard to the sauce.

Mac and cheese with vegetables: Add some veggie mix-ins – this is a great way to use up any leftover veggies lurking in your refrigerator. Also, a good way to sneak in some veggies for your kid who loudly proclaims that he hates them! Try sautéed broccoli, mushrooms, or peppers for some added nutrition. 

Meaty mac and cheese: Add cooked ground beef, chicken, turkey, ham, or sausage.

Breadcrumb Topping Variations:

  • Add some parmesan cheese, garlic powder, onion powder, dried herbs, or crushed red pepper to add extra flavor to the breadcrumb topping.
  • Use panko bread crumbs mixed with butter and parmesan. 
  • Try crushed saltines or croutons and crispy bacon.

How to Serve Macaroni and Cheese With Bread Crumbs

This macaroni and cheese with evaporated milk works beautifully as a side dish for a small lunch or dinner party.

Serve this comfort food baked mac and cheese with breadcrumbs with any grilled meat, fried chicken, sloppy joes, or just with a salad for a meatless meal.

How to Store and Reheat Mac and Cheese

Refrigerator: Allow any leftovers to cool completely. Then transfer to an airtight container and store in the fridge for up to 4 days.

Freezer: For longer storage, place serving-size portions of leftovers in zip-top freezer bags. Wrap each bag separately in foil and then freeze flat. They will be good for up to 3 months. When ready to use, thaw in the refrigerator overnight. Note that freezing may cause the milk to separate or the pasta to become mushy when thawed and reheated.

Reheat: Place mac and cheese in a baking dish and cover with aluminum foil. Heat at 350°F until warmed through, about 20 minutes. Or microwave individual portions for 1 to 2 minutes until warm. To prevent drying out, stir in a tablespoon or two of milk.

Make ahead: Baked macaroni and cheese is a great side dish to make in advance. Assemble the dish minus the topping, cover it with foil, and refrigerate it for up to 2 days before baking. When ready to bake, allow it to reach room temperature, add the topping, and bake as directed.

Overhead view of mac and cheese with bread crumbs on a plate and in a baking dish.

More Yummy Mac and Cheese Recipes

Copycat Mac and Cheese Recipes

Maybe one of these from a famous food chain is your favorite? If so, this collection of copycat mac and cheese recipes is especially for you:

Check out more of my easy side dish recipes and the best comfort food recipes on CopyKat!

Recipe adapted from The Perfect Recipe cookbook.

Homemade mac and cheese with bread crumbs in a baking dish and on a plate.

Mac and Cheese with Bread Crumbs

It's hard to beat homemade macaroni and cheese with crunchy bread crumb topping. 
5 from 2 votes
Print Pin Rate Add to Collection
Course: Side Dish
Cuisine: American
Keyword: Macaroni and Cheese
Prep Time: 10 minutes
Cook Time: 30 minutes
Total Time: 40 minutes
Servings: 8
Calories: 525kcal


  • 2 cups fresh bread crumbs
  • 5 1/2 tablespoons butter melted, divided use
  • 2 teaspoons salt divided use
  • 1/2 pound dry elbow macaroni
  • 2 eggs
  • 12 ounces evaporated milk heated until warm, divided use
  • 1/4 teaspoon hot red pepper sauce
  • ground black pepper to taste
  • 1 teaspoon dry mustard
  • 12 ounces mild cheddar American, or Monterey Jack cheese, divided use


  • Preheat the oven to 350°F and set a 1 1/2–quart heatproof dish, such as a souffle pan in the oven to warm.
  • Mix the bread crumbs and 1 1/2 tablespoons of butter together in a small baking pan and set aside.
  • Bring 2 quarts of water to a boil in a large pot. Add 1 1/2 teaspoons salt followed by the macaroni. Cook until almost tender, but still a little firm to the bite. Drain the macaroni, transfer it to the preheated dish, and stir in 4 tablespoons of butter.
  • Meanwhile, mix the eggs, red pepper sauce, 1 cup of evaporated milk, 1/2 teaspoon salt (or less if you are using American cheese) 1/4 teaspoon pepper, and mustard in a small bowl.
  • Pour the egg mixture over the noodles along with 9 ounces of cheese. Stir until thoroughly combined and the cheese starts to melt.
  • Place the bread crumbs in the oven to toast until golden brown, about 10 to 15 minutes. Remove from oven and set aside.
  • Place the pan of macaroni and cheese in the oven and bake for a total of 30 minutes, removing the pan 3 times throughout the cooking process to stir the macaroni and add additional evaporated milk and cheese.
  • Serve immediately, sprinkled with the prepared bread crumbs.


Calories: 525kcal | Carbohydrates: 45g | Protein: 22g | Fat: 28g | Saturated Fat: 16g | Cholesterol: 118mg | Sodium: 596mg | Potassium: 301mg | Fiber: 2g | Sugar: 6g | Vitamin A: 830IU | Vitamin C: 0.8mg | Calcium: 481mg | Iron: 2.2mg

About Stephanie Manley

I recreate your favorite restaurant recipes, so you can prepare these dishes at home. I help you cook dinner, and serve up dishes you know your family will love. You can find most of the ingredients for all of the recipes in your local grocery store.

Stephanie is the author of's Dining Out in the Home, and's Dining Out in the Home 2.

REVEALED: Copycat Secrets for 2023

free email bonus

Yes, you CAN make it at home! I'll show you how.

We are a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for us to earn fees by linking to and affiliated sites.

Reader Interactions


    • stephaniemanley

      I am sorry you didn’t feel this was a good recipe, I really thought this was the best recipe for macaroni and cheese, it was wonderfully rich.

      • Stacia

        LOL, SHE said awfully GOOD! Meaning, she liked it! Ha knee for the recipe, I’m going to try it!


  1. Kay

    Is this a custard-type mac and cheese? I’ve been trying to find the ultimate recipe, but it seems as though southern recipes tend to have a custard/eggy consistency. It makes me nervous b/c the last recipe I tried called for 2 eggs -and I’m not a fan of the southern style.

  2. Justin

    I served this as a side dish for a small lunch party (7 people). It went over very well. I’ve never made mac-and-cheese that didn’t come from a box before – this was far and away better, and it really wasn’t that much more work.

    I tried to take a shortcut by using bread crumbs out of a can, since I had some leftover. It didn’t ruin the dish, but it was definitely better without them.

Leave a Reply

Your email address will not be published. Required fields are marked *

Recipe Rating

homemade Olive Garden Asiago Torgelloni Alfredo with chicken on a plate

Copycat Recipe Secrets for 2024


Yes, you CAN make it at home! 
I'll show you how.