Next Level Macaroni & Cheese

Kicking off 2020 with the magic of a successful new recipe tested on my guests this holiday season!

What is special about this recipe? The toasted French bread crouton/crumb topping and the copious cheese sauce that merges with it while baking.

This adaptation of decadent Macaroni & Cheese turns up the bread concept, and rather than putting it on the bottom as directed in the original concept*, my bread is toasted till hard, seasoned, and roughly crushed as a topping. When the cheese sauce bubbles into the bread crumbs as it bakes, the combo is irresistible. If you don’t have time to do this step, I suggest using roughly crushed large croutons such as New York Bakery Texas Toast Garlic & Butter Croutons. You will want that cheesy crusty topping no matter how you get it.


  • 1/2 cup (one stick) unsalted butter (and more to butter the dish)
  • 6-8 slices good french bread, cubed (see note above regarding bread)
  • 5 1/2 cups milk (you can use lower milk fat, but skim will yield a less-than-desirable result)
  • 1/2 cup flour
  • 1 teaspoons salt
  • 1/4 teaspoon freshly ground black pepper
  • 1/4 teaspoon cayenne pepper, or to taste
  • 4 1/2 cups grated sharp white cheddar cheese (about 18 ounces)
  • 2 cups grated Gruyere cheese (about 8 ounces)
  • 1 pound elbow macaroni or cavatappi (prepared to about two thirds the time for cooking)

Note: you can replace some of the cheddar with a different cheese such as gouda, havarti, or other creamy melting cheese.


The Bread Prep:

Note: If you don’t have time to do this step, I suggest using roughly crushed large croutons such as New York Bakery Texas Toast Garlic & Butter Croutons.

  1. Either early the same day of making this dish, or a day or so in advance, cube the bread into 1/2 inch cubes, toss with 2 tablespoons melted butter (optional: add seasonings such as garlic powder and Italian seasoning).
  2. Allow mixed bread and butter to sit about 20 minutes, tossing occasionally.
  3. Spread bread cubes on a cookie sheet and bake at 200 degrees, stirring every 20 minutes for one hour. Allow to cool completely, and then roughly crush the cubes into various sized pieces from crumbs to larger. This will be your topping. Set aside.

The Mac & Cheese

  1. Heat oven to 375 degrees. Butter a 3-quart casserole dish; set aside.
  2. In a medium saucepan set over medium heat, heat milk stirring to avoid sticking or scalding.
  3. Melt remaining 6 tablespoons butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.
  4. While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.
  5. Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, and all cheeses one third at a time. Set aside.
  6. Prepare macaroni according to package instructions, reducing cooking time by one third. Rinse in colander under cold water to stop cooking. Drain thoroughly.
  7. Mix cheese sauce and pasta thoroughly and pour mixture into prepared dish. Sprinkle breadcrumbs over top.
  8. Bake until cheese begins to bubble through and bread crumbs appear nicely toasted, about 30-40 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.

*I originally blended my own preferred methods of making mac and cheese with the Martha Stewart recipe here. I had some French bread croutons on hand from homemade bread and couldn’t bear to let them get soggy on the bottom of the dish, so I opted to make a crunchy seasoned crouton/crumb topping. It is a hit at every holiday. Leftovers are excellent, if you have any!

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