Two Cheese Macaroni

A perfect two cheese macaroni casserole, that’s creamy and crisp.

Two Cheese Macaroni Recipe from

Mac n cheese is a classic dish. Every family has their favorite and you might even have a specific night you eat it. I grew up with Velveeta. Who didn’t eat that in the 80s? But the thing about it is that you had to eat it fast, while it was still piping hot, otherwise it was nasty. No mac n cheese is good cold, but some are more tolerable than others when they’re just warm and not hot.

Over the decades, I’ve tried and made plenty of varieties of mac n cheese. For easily the last eight years or more, we’ve always gone back to one basic recipe. It’s good. If it wasn’t, we wouldn’t still be eating it. But lately I’ve been getting sick of it. Funny how that finally happened. I suppose it was bound to happen eventually, right?

Two Cheese Macaroni Recipe from

I came across this recipe in a magazine, tore it out and saved it for a rainy day… well, not really. I was always hesitant to try mac n cheese recipes that called for seemingly random ingredients thrown in. Plus, it’s hard to blog dinner type food. I want to make dinner at dinner, not at lunch and reheat for later. I finally broke down and did just that.

I made this around lunch time the other day and holy amazing is putting this lightly. I mean it’s hands down the best mac n cheese I’ve ever had. There are only slight changes compared to the recipe I usually make, but they make all the difference in the world. And because it’s so close to what I’m familiar with, that’s probably the only reason why I ended up being willing to try this.

I have to say… the pasta is one of my favorite parts. I usually use smaller shapes, but this will be my new favorite. Large curly pasta has just taken first place in my book.

Two Cheese Macaroni Recipe from

The original recipe called for a ton of cheese and liquids, more than double what I’m use to but yet the pasta wasn’t doubled. Weird. I honestly didn’t use all of the cheese and I did increase the pasta at the last second. If I’d added even more pasta, then I could have and likely would have used all of the cheese sauce. It was already swimming so I didn’t see it necessary to drown the pasta even more. Any changes are within the recipe listed below, but feel free to not use all of the cheese sauce. But definitely use most of it. It’s too good to waste.

It’s creamy and has the absolute perfect flavor, not too strong, just right. And don’t skimp on the toppings. Use it all. Lots of crunch and color. It’s amazing.

Make this. Eat straight from the dish when no one is looking. You’ll totally want to. And ps… leftovers are nearly as amazing as straight from the oven.

Two Cheese Macaroni

A perfect two cheese macaroni casserole, that's creamy and crisp.
Prep Time20 minutes
Cook Time20 minutes
Total Time40 minutes
Course: Main Course
Cuisine: American
Keyword: Pasta
Servings: 8



  • 1 C plain Panko breadcrumbs
  • 2 oz extra sharp Cheddar finely grated
  • 3 Tbsp Parmesan finely grated
  • 1 tsp parsley
  • 2 Tbsp unsalted butter melted

Mac and cheese:

  • 3 Tbsp unsalted butter
  • 3 Tbsp all purpose flour
  • 2 C milk
  • 1/2 C heavy cream
  • 1 tsp dry mustard
  • 1 tsp worcestershire sauce
  • 1/2 tsp salt
  • 1/2 tsp ground black pepper
  • 1/4 C Parmesan grated
  • 12 oz extra sharp Cheddar grated
  • 3/4 lb curly pasta


  • Combine topping ingredients in a medium bowl. Set aside.
  • Preheat oven to 400°F. Grease a 2 to 2 1/2 quart baking dish, set aside.
  • In a double boiler over simmering water, or in a large saucepan, melt butter and whisk in flour. Pour in milk and cream, whisk until steaming. Add remaining ingredients, minus pasta. Stir until smooth.
  • In a separate saucepan, bring water to a boil. Cook pasta according to package directions. Drain and transfer to prepared backing pan.
  • Pour smooth cheese sauce over pasta, gently stirring to coat pasta well. Sprinkle with topping. Lightly spray with olive oil.
  • Bake for 20 minutes. Serve warm.


An original recipe from Baked by Rachel

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40 Responses to “Two Cheese Macaroni”

  1. #
    Little Kitchie — February 27, 2013 at 6:30 am

    I love Mac and cheese!!! My go to has been Martha Stewart’s, but I’m always trying new recipes as well. Definitely going to try yours! Thanks for sharing!

    • #
      Rachel — February 27, 2013 at 12:38 pm

      I haven’t tried any of hers yet but I imagine I will eventually! :) I hope you enjoy it.

  2. #
    katie — February 27, 2013 at 7:12 am

    this looks and sounds amazing! i agree with you and love the panko topping. I’ve never thought to just combine parmesan and cheddar cheese together. Must try! (beautiful photos as always).

    • #
      Rachel — February 27, 2013 at 12:37 pm

      Thank you and you absolutely should! It’s so good.

  3. #
    Cassie | Bake Your Day — February 27, 2013 at 9:22 am

    This is my kind of mac, Rachel. I love the combination of flavors. Mac & Cheese is on my menu this week…definitely trying some of these!

  4. #
    Alaina @ Fabtastic Eats — February 27, 2013 at 9:57 am

    I love mac & cheese, and like you, Ive tried so many different ones but I have yet to found a go-to..Ill definitely give this one a try! (Love the addition of Worcestershire!)

  5. #
    Caren — February 27, 2013 at 9:58 am

    This looks so delicious! I must try it soon. I am a huge mac and cheese fan.

  6. #
    Megan {Country Cleaver} — February 27, 2013 at 10:27 am

    This is my kind of mac and cheese. Hand it over woman!!

  7. #
    Christine (Cook the Story) — February 27, 2013 at 10:41 am

    Oh! I love this! Whenever a mac n cheese recipe calls for mustard or worcestershire I know it’s going to be amazing. This one has both! Gotta be great. Thanks for sharing it!

  8. #
    Meagan @ A Zesty Bite — February 27, 2013 at 11:25 am

    I just had chicken macaroni last night so I’m always looking for new pasta recipes. If they involve pasta and cheese they are always a winner.

  9. #
    Carla @ Carlas Confections — February 27, 2013 at 11:53 am

    I pinned this baby before even reading the post, because I KNOW its good. How can it not be?! I am the same way though. I hate blogging dinner food because I dont want to have to reheat it later. But Im glad to know this was still just as good. Cant wait to make some! That pasta is so fun too!

    • #
      Rachel — February 27, 2013 at 12:30 pm

      haha you have such faith :) That’s awesome.

  10. #
    Jeffrey — February 27, 2013 at 12:35 pm

    I’ve always used Cavatappi (the curly stuff) for my Mac and Cheese, for some reason it just tastes better than the regular old elbow.

    • #
      Rachel — February 27, 2013 at 12:53 pm

      After trying it, I completely agree! It’ll be hard to go back now.

  11. #
    Karly — February 27, 2013 at 1:52 pm

    I have this thing for buffalo chicken mac and cheese straight from the fridge. I know. It’s weird. Generally, cold mac and cheese is a no.

    This version looks amazing!

  12. #
    Jessica@AKitchenAddiction — February 27, 2013 at 2:22 pm

    Homemade mac and cheese is the best! Love that this uses extra-sharp cheddar!

  13. #
    Tracey — February 27, 2013 at 4:14 pm

    I have literally spent the entire day trying to figure out how I can make mac & cheese appear on my table for dinner tonight without having to make it myself. Little did I know I should have just come to your house :) This looks great!

    Oh also? I never had Velveeta as a kid – only Kraft blue box…

    • #
      Rachel — February 27, 2013 at 5:14 pm

      I never had Kraft blue box as a kid, so we’re even. :)

  14. #
    Wendy — February 27, 2013 at 5:50 pm

    My strange husband doesn’t like cheese.( I knew this ahead of time and married him anyway, can you imagine?!) No, problem. That leaves more of this luscious mac and cheese for my daughter and me :) Thanks for the recipe. Your photos make me want to get up from my computer and make it immediately!

    • #
      Rachel — February 28, 2013 at 5:25 pm

      That is a really odd thing to not like! But that just means more for everyone else in your family. :)

  15. #
    Erin @ Dinners, Dishes and Desserts — February 27, 2013 at 6:55 pm

    Gorgeous pictures! So much different than the Mac n’ Cheese of childhood, but in a really good way!

    • #
      Rachel — February 28, 2013 at 5:24 pm

      childhood mac n cheese was kind of scary for most of us I’m guessing ;)

  16. #
    sally @ sallys baking addiction — February 27, 2013 at 7:47 pm

    Ha! I was just telling Kevin how much I’ve been craving homemade mac and cheese lately. My mom makes a killer pan of the stuff. I’m afraid mine can never live up to hers. I need to give yours a try because it looks (shhh don’t tell…) even better!! PS: I like the leftovers BETTER than when it’s fresh. Is that weird?!

  17. #
    Julie @ Table for Two — February 27, 2013 at 7:54 pm

    love mac and cheese!! classic comfort food. i love that you sprinkled a lot of crumbs on top because that’s probably one of my favorite parts :) the crunch gets me every time!

  18. #
    aimee @ shugarysweets — February 27, 2013 at 8:28 pm

    OH my. I love this. Totally up my alley right there. I have a standard mac recipe I still love, but I don’t need to be loyal. YUM.

  19. #
    Jennifer | Mother Thyme — February 27, 2013 at 11:10 pm

    I love trying new mac and cheese recipes. It is one of my kids favorite dish, so I’m always having fun experimenting with new flavors. This one sounds amazing so I definitely have to add this to our menu soon! I love this pasta too. Such a great choice for this.

  20. #
    Stephanie @ Eat. Drink. Love. — February 27, 2013 at 11:22 pm

    It’s really hard to find a great mac and cheese recipe. This does look wonderful! I like the panko on top!

  21. #
    Diane {Created by Diane} — February 28, 2013 at 12:48 am

    Oh this looks delicious. Looks like it’s a Mac and Cheese kinda day :) LOL
    I love those curly noodles too. This looks yummy!

  22. #
    Kelly Senyei | Just a Taste — February 28, 2013 at 11:05 am

    I think we may be culinary twins because yesterday I posted about roasted garlic mac and cheese … with cheddar and parmesan … and Panko crumb topping. What are the odds?! Yours looks incredible and I can’t wait to try it!

  23. #
    claire @ the realistic nutritionist — February 28, 2013 at 12:19 pm

    Mac n cheese is my favorite. Any way, any how.I just love it

  24. #
    nicole @ I am a Honey Bee — February 28, 2013 at 5:14 pm

    if you are saying this is the best ever I have to give it a try!

    • #
      Rachel — February 28, 2013 at 5:24 pm

      You really should!

  25. #
    Maria — February 28, 2013 at 6:52 pm

    I want this for dinner!

  26. #
    Nicole @ youngbrokeandhungry — February 28, 2013 at 7:26 pm

    Mac and cheese is my comfort food! This recipes looks so good and creamy.

  27. #
    Yvonne @ bitter baker — March 3, 2013 at 8:06 pm

    Mmm, cheeese! My mouth just started drooling. But that’s okay. People will understand when they see these pictures!

  28. #
    Katrina @ In Katrina's Kitchen — March 6, 2013 at 12:09 pm

    I could live with mac and cheese every day. The good kind like this… not the kind I give to my kiddos lol

    • #
      Rachel — March 6, 2013 at 12:35 pm

      ha! we’re all guilty ;)

  29. #
    Linda Roy - elleroy was here — November 3, 2013 at 10:30 am

    Just came over from Pinterest. Bookmarked, recipe printed, making this tonight! Thank you for solving tonight’s dinner dilemma!

    • #
      Rachel — November 3, 2013 at 11:45 am

      I hope you enjoy it! :)

  30. #
    Valerie C. — November 3, 2013 at 4:35 pm

    I can’t wait to make this! I know my children will love it!

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