Martha Stewart’s Ultimate Three-Cheese Macaroni and Cheese

There’s an unwritten rule in my family: special occasions call for Martha’s mac and cheese. I discovered this recipe shortly after college when I desperately wanted to impress my new roommates with something beyond boxed dinners. The moment I pulled that bubbling casserole dish from the oven, with its golden breadcrumb topping and molten cheese sauce peeking through the crispy surface,

I knew I’d found something extraordinary. The first forkful revealed a velvety cheese sauce perfectly coating each elbow of pasta, with a delicate hint of nutmeg and cayenne dancing across the palate. Years later, this recipe has accompanied me through dinner parties, holiday gatherings, and “just because it’s Tuesday” comfort meals. It’s not just macaroni and cheese – it’s a celebration in a casserole dish.

Four individual ramekins of baked macaroni and cheese

Why This Recipe Works

Martha Stewart’s mac and cheese achieves the perfect balance between creamy and structured through its carefully crafted Mornay sauce, a béchamel enhanced with cheese. The combination of sharp white cheddar for flavor and Gruyère for silky texture creates a sauce that doesn’t break or become grainy during baking. The touch of nutmeg and cayenne adds depth without overwhelming the cheese’s natural flavors. By slightly undercooking the pasta before baking, it finishes cooking in the sauce, absorbing flavors while maintaining its structure. The bread topping, made from fresh bread cubes rather than fine crumbs, provides the ideal textural contrast of substantial crunch against the creamy pasta beneath.

4 ramekins of baked macaroni and cheese on a tray

Ingredients

For the Pasta and Cheese Sauce:

  • Elbow macaroni – Creates the classic mac and cheese foundation with ridges that perfectly capture the cheese sauce
  • Unsalted butter – Forms the base of the roux and adds richness to the overall dish
  • All-purpose flour – Works with butter to create a roux that thickens the sauce properly
  • Whole milk – Provides the creamy base for the cheese sauce
  • Sharp white cheddar cheese – Delivers a bold, tangy flavor that stands up to the other ingredients
  • Gruyère cheese – Adds exceptional meltability and nutty depth to the sauce
  • Salt – Enhances all the flavors and brings the dish into perfect balance
  • Nutmeg – Contributes a subtle warm, aromatic note that complements the cheese
  • Black pepper – Adds a gentle heat and complexity to the sauce
  • Cayenne pepper – Provides a slight heat that cuts through the richness of the cheese

For the Breadcrumb Topping:

  • White bread – Creates substantial, craggy breadcrumbs for a perfect textural contrast
  • Butter – Helps the breadcrumbs become golden and crispy during baking

Instructions

  1. Prepare the Oven and Dish
    • Preheat your oven to 375°F.
    • Butter a 3-quart casserole dish and set aside.
  2. Make the Breadcrumb Topping
    • Place the torn bread pieces in a medium bowl.
    • Melt 2 tablespoons of butter in a small saucepan over medium heat.
    • Pour the melted butter over the bread pieces and toss until coated.
    • Set the buttered breadcrumbs aside.
  3. Prepare the Cheese Sauce
    • Heat the milk in a medium saucepan over medium heat until warm but not boiling.
    • In a large, high-sided skillet, melt the remaining 6 tablespoons of butter over medium heat.
    • When the butter begins to bubble, add the flour and cook, whisking continuously, for 1 minute to form a roux.
    • While continuing to whisk, slowly pour in the warmed milk.
    • Continue cooking and whisking constantly until the mixture bubbles and thickens, about 2-3 minutes.
    • Remove the pan from heat.
  4. Finish the Cheese Sauce
    • Stir in the salt, nutmeg, black pepper, and cayenne pepper.
    • Add 3 cups of cheddar cheese and 1 1/2 cups of Gruyere (or 1 cup of Pecorino Romano).
    • Stir until the cheese is fully melted and incorporated.
    • Set the finished cheese sauce aside.
  5. Cook the Pasta
    • Bring a large pot of water to a boil.
    • Add the macaroni and cook for 2-3 minutes less than the package directions. The pasta should be cooked on the outside but still firm in the center.
    • Drain the pasta in a colander, rinse under cold water to stop the cooking, and drain well.
  6. Combine and Bake
    • Add the drained macaroni to the cheese sauce and stir until well combined.
    • Pour the mixture into the prepared casserole dish.
    • Sprinkle the remaining 1 1/2 cups of cheddar cheese and 1/2 cup of Gruyere (or 1/4 cup Pecorino Romano) evenly over the top.
    • Spread the prepared breadcrumbs evenly over the cheese layer.
    • Bake in the preheated oven until the top is golden brown, about 30 minutes.
  7. Serve
    • Remove from the oven and place the dish on a wire rack.
    • Allow to cool for 5 minutes before serving hot.
Four individual ramekins of baked macaroni and cheese

Martha Stewart’s Classic Three-Cheese Macaroni and Cheese

The ultimate mac and cheese recipe featuring sharp white cheddar, rich Gruyère, and a buttery breadcrumb topping that creates the perfect comfort food masterpiece.
5 from 2 votes
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Course: Side Dish
Cuisine: American
Keyword: Macaroni and Cheese
Prep Time: 10 minutes
Cook Time: 45 minutes
Total Time: 55 minutes
Servings: 10
Calories: 826kcal

Ingredients

  • 8 ounces unsalted butter plus a little more
  • 6 white bread crusts removed, torn into 1/4- to 1/2-inch
  • 5 1/2 cups milk
  • 1/2 cup all-purpose flour
  • 2 teaspoons salt
  • 1/4 teaspoons freshly grated nutmeg
  • 1/4 teaspoon ground black pepper
  • 1/4 teaspoon cayenne pepper
  • 4 1/2 cups shredded sharp white cheddar cheese about 18 ounces
  • 2 cups shredded Cheddar cheese about 8 ounces
  • 5 ounces Grated Pecorino Romano or Gruyere cheese
  • 1 pound elbow macaroni

Instructions

  • Heat oven to 375°. Butter a 3-quart casserole dish; set aside. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour butter into the bowl with bread, and toss. 
  • Set breadcrumbs aside. In a medium saucepan set over medium heat, heat milk. Melt remaining 6 tablespoons butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute. While whisking, slowly pour in hot milk.
  •  Continue cooking, whisking constantly, until the mixture bubbles and becomes thick. Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 1/2 cups Gruyere or 1 cup Pecorino Romano; set cheese sauce aside. Fill a large saucepan with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer’s directions, until the outside of pasta is cooked and the inside is underdone. (
  • Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse under cold running water and drain well. Stir macaroni into the reserved cheese sauce. Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups cheddar cheese, 1/2 cup Gruyere or 1/4 cup Pecorino Romano, and breadcrumbs over top. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.

Nutrition

Calories: 826kcal | Carbohydrates: 53g | Protein: 35g | Fat: 52g | Saturated Fat: 32g | Cholesterol: 154mg | Sodium: 1228mg | Potassium: 391mg | Fiber: 2g | Sugar: 9g | Vitamin A: 1600IU | Calcium: 886mg | Iron: 2.1mg

Serve Martha Stewart Mac and Cheese with

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Storage and Reheating

Refrigerator Storage:

  • Store leftovers covered in the refrigerator for up to 5 days

Freezer Storage:

  • Freeze unbaked mac and cheese (without breadcrumbs) for up to 3 months
  • To bake from frozen: Thaw overnight in refrigerator, add breadcrumbs, and bake as directed
  • Or bake directly from frozen: Cover with foil, bake at 375°F for 60-70 minutes, then uncover and bake 10 minutes more

Reheating Methods:

  • Oven Method (Best): Cover with foil and reheat at 350°F for 15-20 minutes
  • Microwave Method: Heat individual portions on medium power with a splash of milk

About Stephanie Manley

Stephanie Manley is the creator of CopyKat.com. She has been recreating copycat recipes since 1995. Learn more about Stephanie Manley.

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5 from 2 votes

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