Quick Recipe Version (TL;DR)
Quick Ingredients
- 3 lb (1.36 kg) elbow macaroni
- 1 1/2 cups (340 g) unsalted butter, divided
- 1 1/2 cups (180 g) all-purpose flour
- 12 cups (2.84 L) whole milk
- 4 cups (950 mL) half-and-half
- 2 lb (907 g) sharp cheddar, shredded
- 1 1/2 lb (680 g) Gruyère, shredded
- 12 oz (340 g) Parmesan, finely grated, divided
- 2 tbsp Dijon mustard
- 2 tsp kosher salt, plus more for pasta water
- 2 tsp garlic powder
- 1 1/2 tsp smoked paprika
- 1 tsp ground black pepper
- 4 cups (about 160 g) panko breadcrumbs
- Optional topping station: 1 lb (454 g) thick-cut smoked bacon (cooked and crumbled), 1 cup (about 30 g) sliced chives
Do This
- 1. Heat oven to 350°F (177°C). Butter a full-size 2-inch hotel pan.
- 2. Boil macaroni in well-salted water until just under al dente (2 minutes less than package). Drain.
- 3. Make roux: melt 1 cup butter, whisk in flour 2 minutes. Whisk in milk + half-and-half; simmer until thick.
- 4. Off heat, melt in cheddar + Gruyère + 8 oz Parmesan; season with Dijon, salt, garlic, paprika, pepper.
- 5. Toss pasta with cheese sauce in hotel pan. Cover with foil; bake 30 minutes.
- 6. Mix panko + remaining 1/2 cup melted butter + remaining 4 oz Parmesan. Uncover, top, bake 15–20 minutes until browned and bubbling.
- 7. Rest 10 minutes. Serve with optional bowls of bacon crumbles and chives for topping.
Why You’ll Love This Recipe
- True three-cheese flavor: sharp cheddar for comfort, Gruyère for nutty melt, Parmesan for savory depth.
- Crowd-friendly: baked right in a hotel pan for easy transport, serving, and warm holding.
- Best-of-both-worlds texture: ultra-creamy interior with a golden, buttery panko crust.
- Fun topping station: guests can add smoked bacon and fresh chives (or keep it classic).
Grocery List
- Produce: 1 bunch chives (optional), parsley (optional)
- Dairy: unsalted butter, whole milk, half-and-half, sharp cheddar, Gruyère, Parmesan
- Pantry: elbow macaroni, all-purpose flour, Dijon mustard, panko breadcrumbs, kosher salt, black pepper, garlic powder, smoked paprika
- Meat (optional): thick-cut smoked bacon
Full Ingredients
For the Pasta
- 3 lb (1.36 kg) elbow macaroni
- Kosher salt, for the pasta water (use 2 tbsp for a large stockpot of water)
For the Three-Cheese Sauce
- 1 cup (227 g) unsalted butter
- 1 1/2 cups (180 g) all-purpose flour
- 12 cups (2.84 L) whole milk
- 4 cups (950 mL) half-and-half
- 2 lb (907 g) sharp cheddar cheese, shredded (about 8 packed cups)
- 1 1/2 lb (680 g) Gruyère cheese, shredded (about 6 packed cups)
- 8 oz (227 g) Parmesan cheese, finely grated (about 2 2/3 cups), for the sauce
- 2 tbsp Dijon mustard
- 2 tsp kosher salt (adjust to taste)
- 2 tsp garlic powder
- 1 1/2 tsp smoked paprika
- 1 tsp ground black pepper
For the Browned Panko-Butter Crust
- 1/2 cup (113 g) unsalted butter, melted
- 4 cups (about 160 g) panko breadcrumbs
- 4 oz (113 g) Parmesan cheese, finely grated (about 1 1/3 cups)
Optional Smoked-Bacon and Chive Topping Station
- 1 lb (454 g) thick-cut smoked bacon, cooked until crisp and crumbled (about 2 1/2 cups)
- 1 cup (about 30 g) chives, thinly sliced
Equipment Notes (Helpful)
- 1 full-size 2-inch-deep hotel pan (about 20 3/4 x 12 3/4 inches)
- Aluminum foil
- Large stockpot (at least 12 quarts), whisk, large saucepan or Dutch oven
Step-by-Step Instructions
Step 1: Prep the pan and preheat the oven
Arrange a rack in the center of the oven and preheat to 350°F (177°C).
Generously butter a full-size 2-inch-deep hotel pan. If you want extra insurance against sticking, butter the corners and sides especially well.
If you are using the optional bacon topping, set a sheet pan lined with paper towels aside for draining cooked bacon.
Step 2: Cook the bacon (optional topping station)
If making the topping station, cook 1 lb thick-cut smoked bacon until crisp.
Oven method (easy for big batches): lay bacon on a rimmed sheet pan and bake at 400°F (204°C) for 18–22 minutes until crisp, rotating the pan once. Drain on paper towels, then crumble. (You can do this while the pasta water heats.)
Cover and set aside the bacon crumbles and sliced chives for serving.
Step 3: Boil the macaroni just under al dente
Bring a large stockpot of water to a rolling boil. Add 2 tbsp kosher salt (the water should taste pleasantly salty).
Add 3 lb elbow macaroni and cook until 2 minutes less than the package directions for al dente. This matters because the pasta will keep cooking in the oven.
Drain well. Do not rinse (the surface starch helps the sauce cling).
Step 4: Make a smooth roux-based sauce
In a large saucepan or Dutch oven over medium heat, melt 1 cup (227 g) unsalted butter. When the butter is fully melted and foamy, whisk in 1 1/2 cups (180 g) flour.
Cook, whisking constantly, for 2 minutes. You’re looking for a smooth paste that smells lightly toasty (not browned).
Slowly whisk in 12 cups whole milk and 4 cups half-and-half, a splash at a time at first, to avoid lumps. Once smooth, switch to steady whisking and bring to a gentle simmer.
Simmer, whisking often, until the sauce is thick enough to coat the back of a spoon, 8–10 minutes.
Step 5: Melt in the cheeses and season the sauce
Turn the heat to low. Add the cheeses in handfuls, stirring between additions so they melt smoothly:
2 lb cheddar, 1 1/2 lb Gruyère, and 8 oz Parmesan.
Stir in 2 tbsp Dijon mustard, 2 tsp kosher salt, 2 tsp garlic powder, 1 1/2 tsp smoked paprika, and 1 tsp black pepper.
Taste and adjust seasoning. (Cheese varies in saltiness; it’s normal to tweak by up to 1 additional teaspoon of kosher salt if needed.)
Step 6: Combine pasta and sauce in the hotel pan
Add the drained macaroni to the buttered hotel pan. Pour the hot cheese sauce evenly over the pasta.
Use a sturdy spatula to fold and stir until every piece is coated and the mix looks glossy and evenly creamy, making sure you scrape the corners of the pan.
Cover the pan tightly with aluminum foil.
Step 7: Bake until hot and bubbling
Bake covered at 350°F (177°C) for 30 minutes, until the mac and cheese is hot throughout and bubbling around the edges.
Keep the oven on; you’ll add the panko crust next.
Step 8: Add the panko-Parmesan crust and brown it
While the mac bakes, make the topping: in a bowl, combine 4 cups panko with 4 oz finely grated Parmesan. Drizzle in 1/2 cup melted butter and stir until the crumbs are evenly moistened (no dry pockets).
After the initial bake, carefully remove the foil (watch for steam). Sprinkle the panko mixture evenly over the top.
Return the pan to the oven, uncovered, and bake at 350°F (177°C) for 15–20 minutes, until the topping is deeply golden brown and the edges are actively bubbling.
If you want extra browning, place under the broiler on high for 1–2 minutes, watching constantly to prevent burning.
Step 9: Rest, portion, and set up the topping station
Let the mac and cheese rest for 10 minutes before serving. This helps it set so scoops hold together while staying creamy.
For the optional topping station, set out small bowls of crumbled smoked bacon and sliced chives. Guests can sprinkle them on right before eating for maximum crunch and freshness.
Pro Tips
- Shred your own cheese: Pre-shredded cheese often contains anti-caking agents that can make sauces grainy. A box grater makes a noticeable difference.
- Don’t overcook the pasta: Pulling it 2 minutes early keeps the final bake creamy instead of mushy.
- Add cheese off the boil: Keep heat low when melting cheese. High heat can cause the sauce to break or turn grainy.
- For extra-creamy texture: If the sauce thickens too much before mixing, whisk in up to 1 additional cup (240 mL) warm milk to loosen it.
- Transport tip: Keep the pan covered with foil after baking and rest it in an insulated cooler (no ice) to hold heat for potlucks.
Variations
- Spicy jalapeño version: Add 1/2 cup (120 mL) pickled jalapeños, drained and chopped, and increase black pepper to 1 1/2 tsp. Serve with jalapeños at the topping station.
- Extra-crunchy crust: Toast the panko in a skillet with the melted butter for 3–5 minutes until pale golden, then mix with Parmesan and top before the final bake.
- White-cheddar swap: Replace half the sharp cheddar with 1 lb (454 g) white cheddar for a slightly tangier, lighter color.
Storage & Make-Ahead
Refrigerate: Cool completely, then cover tightly and refrigerate for up to 4 days.
Reheat: For best texture, reheat covered at 325°F (163°C) for 25–35 minutes until hot. If it looks dry, stir in 1/2 to 1 cup (120–240 mL) warm milk before reheating. Uncover for the last 5 minutes to re-crisp the topping.
Make-ahead (recommended for events): Assemble the mac and cheese (without the panko topping), cool, cover, and refrigerate up to 24 hours. Bake covered at 350°F (177°C) for 45 minutes, then add panko topping and bake uncovered for 15–20 minutes until browned and bubbling.
Freeze: Freezing is possible, but the sauce can become slightly grainy. If you freeze, do so without the panko topping, wrapped airtight for up to 2 months. Thaw in the fridge for 24–48 hours before baking.
Nutrition (per serving)
Approximate (based on 24 servings, without optional bacon/chives): 680 calories, fat 38 g, saturated fat 22 g, carbohydrates 52 g, protein 29 g, fiber 2 g, sugars 8 g, sodium 820 mg.
