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

Two Cheese Macaroni Recipe from bakedbyrachel.com

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 bakedbyrachel.com

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 bakedbyrachel.com

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.

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Two Cheese Macaroni

Prep Time: 20 minutes
Cook Time: 20 minutes
Total Time: 40 minutes
Yield: 8
A perfect two cheese macaroni casserole, that's creamy and crisp.



  • 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
Did you make this recipe?I'd love to see it! Snap a picture and tag @bakedbyrachel on Instagram!
Course: Main Course
Cuisine: American
Keywords: Pasta

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