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.

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.

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.

Serve Martha Stewart Mac and Cheese with

• Roasted Beef
• Copycat Honey Baked Ham
• Chick Fil A Copycat Chicken Nuggets
• Roasted Ribeye
• Fried Chicken with Potato Flakes
• Kentucky Fried Chicken Copycat
• Shake n Bake Pork Chop
• Buffalo Wild Wings Lemon Pepper Wings
• Mustard Pork Chops Baked
• Instant Pot Pork Tenderloin Apple

Vegetables to Serve with mac and cheese

• Steamed Green Bean Recipe
• Cooked Carrots
• Air Fryer Brussel Sprouts with Balsamic Glaze

Find the best restaurant side dishes and comfort food recipes.

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