Ultimate Mac and Cheese is a rich, creamy, oven-baked pasta casserole made with Havarti, white cheddar, and Parmesan cheese, then finished with crisp garlic Parmesan breadcrumbs. This homemade macaroni and cheese recipe makes a generous dish, which makes it a great choice for potlucks, parties, cookouts, family dinners, game day, and holiday meals. The cheese sauce is smooth and flavorful, the pasta is tender, and the buttery breadcrumb topping adds the perfect golden crunch.

The Ultimate Macaroni & Cheese
This Ultimate Mac and Cheese earns its name because it is packed with three flavorful cheeses: creamy Havarti, sharp white cheddar, and nutty Parmesan. Together, they create a smooth, savory cheese sauce that coats every piece of pasta beautifully. Instead of stopping there, the casserole is topped with fresh garlic Parmesan breadcrumbs for extra texture and flavor.
This is the kind of baked mac and cheese that works just as well as a comforting side dish as it does on a holiday table. The cheese sauce is made from scratch on the stovetop, then combined with pasta and baked just long enough to turn the breadcrumb topping golden brown. It is simple, satisfying, and full of classic homemade flavor.
The garlic Parmesan breadcrumb topping is one of the best parts of this recipe. Fresh breadcrumbs absorb the melted butter and seasoning, then bake into a crisp layer that balances the creamy pasta underneath. If you enjoy homemade macaroni and cheese with a crunchy topping, this version is a great recipe to keep in your dinner rotation.

How to Make Mac & Cheese from Scratch
Most of this homemade mac and cheese recipe comes together on the stovetop. Start by boiling the pasta according to the package directions, then drain it well. While the pasta cooks, prepare the cheese sauce. Melt butter in a large saucepan, whisk in the flour, and cook the mixture briefly to create a smooth base. Slowly whisk in the milk and continue cooking until the sauce thickens.
Once the sauce has thickened, stir in the grated Havarti, shredded white cheddar, and grated Parmesan. Remove the pan from the heat and season the sauce with salt, pepper, garlic powder, and a dash of cayenne pepper. Add the cooked pasta and stir until it is evenly coated in the creamy cheese sauce.
Pour the pasta mixture into a prepared baking dish. In a separate bowl, combine fresh breadcrumbs, melted butter, garlic powder, and Parmesan cheese. Sprinkle the mixture evenly over the top of the pasta. Bake the casserole uncovered until the topping is golden brown and the mac and cheese is hot.
- Can Mac & Cheese be made in advance? Yes. Assemble the casserole, cover it, and refrigerate it until ready to bake. When serving, bake at 350ºF until warm and bubbly, about 30 to 45 minutes.
- Can Mac & Cheese be frozen? Yes. Assemble the casserole and freeze it unbaked. Thaw completely before baking, then bake at 350ºF for 30 to 45 minutes, or until heated through.
- What pasta works best? Mini penne is used in this recipe, but elbow macaroni, penne, or rigatoni also work well.
- Can the cheeses be changed? Havarti, white cheddar, and Parmesan are used here, but you can use your favorite cheeses if desired.
- Use fresh breadcrumbs. This recipe calls for fresh breadcrumbs rather than canned breadcrumbs.
- Day-old bread works well. Day-old French bread is a good choice for making fresh breadcrumbs.
- To make fresh breadcrumbs, place bread pieces in a food processor and pulse until crumbly.

What to Serve with Mac & Cheese
This recipe makes a large pan of mac and cheese, so it is ideal for gatherings and shared meals. Serve it at potlucks, cookouts, dinner parties, football parties, or holiday celebrations. Because it is creamy, cheesy, and familiar, it pairs well with many main dishes.
Ultimate Mac and Cheese is a versatile side dish for chicken, pork, beef, steak dinners, burgers, hot dogs, and other casual or celebratory meals. It can also be served as a hearty vegetarian pasta dish alongside a salad or simple vegetables. The rich cheese sauce and crisp breadcrumb topping make it a dependable comfort-food favorite.

Awesome Sauce Chicken
Chicken marinated in honey mustard, teriyaki sauce, and hot sauce makes a flavorful main dish to serve with creamy mac and cheese.

Ginger Ale Marinade
Pork tenderloin marinated with ginger ale makes a savory partner for this baked macaroni and cheese casserole.

Hot Dogs in the Crock Pot
Hot dogs are a simple party food that pair naturally with a large pan of homemade mac and cheese.

Charley’s Steak Marinade
Grilled steak and creamy baked mac and cheese make a satisfying meal for cookouts or special dinners.
Ultimate Mac and Cheese

Equipment
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9×13-inch baking dish
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Cheese grater
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6-quart saucepot
Ingredients
- 1 (16-oz) box mini penne pasta
- ½ cup butter
- ½ cup all-purpose flour
- 4 cups milk
- 1 (8-oz) block Havarti cheese, grated
- 2 cups shredded white cheddar cheese
- 1 (8-oz) wedge Parmesan cheese, grated
- 1 tsp salt
- ½ tsp pepper
- ½ tsp garlic powder
- Dash cayenne pepper
- 1 cup fresh bread crumbs
- 3 Tbsp butter, melted
- ¼ tsp garlic powder
- ¼ cup grated Parmesan cheese
Instructions
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Preheat oven to 350ºF. Lightly spray a 9x13x2-inch baking dish with cooking spray.
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Cook pasta according to package directions. Drain well.
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In a large saucepan over medium-high heat, melt ½ cup butter. Whisk in the flour and cook for 1 to 2 minutes.
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Slowly whisk in the milk until smooth and well blended. Reduce heat to medium and cook for about 5 minutes, or until thickened.
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Stir in the Havarti, white cheddar, and Parmesan cheese. Remove from heat.
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Stir in salt, pepper, cayenne pepper, and ½ tsp garlic powder.
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Add the cooked pasta to the cheese sauce and stir until evenly coated. Spoon the pasta mixture into the prepared baking dish.
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Combine the fresh breadcrumbs, melted butter, ¼ tsp garlic powder, and grated Parmesan cheese. Sprinkle evenly over the pasta.
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Bake uncovered for 15 to 20 minutes, or until the topping is golden brown.
Notes
- This casserole can be assembled ahead of time and refrigerated. Increase the baking time to at least 30 minutes, or until heated through.
- To freeze, assemble the casserole unbaked. Thaw completely before baking at 350ºF for 30 to 45 minutes, until warm and bubbly.
- Use any pasta shape you like. Elbow macaroni, penne, and rigatoni are all good options.
- Havarti, white cheddar, and Parmesan give this recipe its flavor, but other favorite cheeses may be used.
- Fresh breadcrumbs are recommended instead of canned breadcrumbs.
- Day-old French bread works well for homemade breadcrumbs.
- To make fresh breadcrumbs, place bread in a food processor and process until crumbly.
Nutritional information may vary based on ingredient brands, substitutions, and portion sizes.