This isn’t your everyday macaroni and cheese. Tender pasta is folded into a rich, velvety sauce made with sharp cheddar, nutty Gruyère, and a hint of Dijon mustard, then baked beneath a golden blanket of buttery breadcrumbs and crispy shallots. The contrast between the creamy interior and crunchy topping makes every bite irresistible.
Perfect for a casual Friendsgiving, a holiday potluck, or a cozy supper, this comforting casserole is sophisticated enough for the Thanksgiving table without losing any of its old-fashioned appeal. Best of all, it can be assembled ahead, leaving you more time to enjoy your guests.
INGREDIENTS:
For the Macaroni and Cheese
1 pound elbow macaroni, cavatappi, or small shells
4 tablespoons unsalted butter
¼ cup all-purpose flour
3 cups whole milk, warmed
1 cup heavy cream, warmed
1 teaspoon Dijon mustard
½ teaspoon dry mustard powder
½ teaspoon kosher salt, plus more for pasta water
¼ teaspoon freshly ground white or black pepper
Pinch of freshly grated nutmeg
8 ounces extra-sharp cheddar cheese, freshly grated (about 2 cups)
6 ounces Gruyère cheese, freshly grated (about 1½ cups)
2 ounces Parmesan cheese, finely grated (about ½ cup)
For the Crispy Shallot and Breadcrumb Topping
3 tablespoons unsalted butter, divided
3 medium shallots, peeled and thinly sliced
1 cup panko breadcrumbs
2 tablespoons finely chopped fresh flat-leaf parsley
¼ teaspoon kosher salt, or to taste
Freshly ground black pepper
2 tablespoons finely grated Parmesan cheese
METHOD:
Prepare the baking dish. Preheat the oven to 375°F. Lightly butter a 9-by-13-inch baking dish.
Bring a large pot of generously salted water to a boil. Add the pasta and cook until about 2 minutes shy of al dente, according to the package directions. The pasta will continue cooking in the oven. Drain well and set aside.
In a large, heavy-bottomed saucepan, melt the 4 tablespoons butter over medium heat. Whisk in the flour and cook for 1–2 minutes, stirring constantly, until smooth and lightly golden. Do not allow the flour to brown.
Gradually whisk in the warmed milk and cream until smooth. Cook over medium heat, stirring frequently, for 5–7 minutes, or until the sauce thickens enough to coat the back of a spoon.
Reduce the heat to low. Stir in the Dijon mustard, dry mustard, salt, pepper, and nutmeg. Remove the saucepan from the heat and gradually stir in the cheddar, Gruyère, and Parmesan until melted and smooth. Taste and adjust seasoning.
Fold the drained pasta into the cheese sauce, stirring gently until every piece is well coated. The mixture should look a little saucier than you might expect; the pasta will absorb some of the liquid during baking. Transfer to the prepared baking dish and spread evenly.
In a medium skillet, melt 2 tablespoons of the topping butter over medium-low heat. Add the sliced shallots and cook, stirring frequently, for 8–12 minutes, until deeply golden and crisp. Adjust the heat as needed to prevent burning. Transfer to a paper towel-lined plate, reserving any butter remaining in the skillet.
Add the remaining tablespoon of butter to the skillet, along with any reserved butter. Add the panko breadcrumbs and cook over medium-low heat, stirring frequently, until lightly golden, about 3–4 minutes. Remove from the heat and stir in the parsley, salt, pepper, and Parmesan.
Cover the baking dish loosely with foil and bake for 15 minutes. Remove the foil and continue baking for another 10–15 minutes, until hot throughout and bubbling gently around the edges.
Scatter the toasted breadcrumbs evenly over the casserole, followed by the crispy shallots. Return to the oven for 3–5 minutes, just until the topping is heated through and beautifully golden. Watch carefully to prevent the shallots from burning.
Let the macaroni and cheese rest for 5–10 minutes before serving. Garnish with a little additional parsley, if desired.
YIELD: Serves 8–10 as a side, 4-6 as a main dish
COOK’S NOTES
Choosing the Pasta: Cavatappi is my first choice for this recipe. Its spiral shape and ridges capture the cheese sauce beautifully. Small shells and traditional elbows are also excellent.
For the Best Cheese Sauce: Grate the cheeses yourself rather than using packaged pre-shredded cheese. Pre-shredded cheeses often contain anti-caking ingredients that can make the sauce less smooth. Remove the sauce from the heat before adding the cheese, and avoid boiling it afterward.
Make Ahead: Assemble the macaroni and cheese without the breadcrumb topping up to one day in advance. Cover and refrigerate. Prepare the breadcrumbs and shallots separately, storing the cooled toppings in airtight containers. Refrigerate the shallots. When ready to bake, allow the casserole to stand at room temperature for about 20 minutes while the oven preheats. Bake covered until heated through, then uncover, add the toppings near the end, and finish baking. A chilled casserole may need 15–20 minutes of additional baking time.
A Little Extra Sauce: If preparing the casserole a day ahead, consider adding an additional ½ cup of milk to the sauce. The pasta will absorb moisture as it sits in the refrigerator, and the extra liquid helps maintain that wonderful creamy texture.
For a Smaller Gathering: Halve the ingredients and bake in an 8-inch square baking dish. Begin checking for doneness a little earlier.
Variations: Stir in 1 cup of caramelized onions, sautéed mushrooms, or lightly blanched chopped broccoli before baking. For a little heat, add a pinch of cayenne or smoked paprika to the cheese sauce.
For Vegetarian Guests: Choose cheeses made with microbial or vegetarian rennet, since some traditional Gruyère and Parmesan cheeses use animal rennet.
