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This Barilla elbow macaroni and cheese recipe delivers the perfect balance of creamy, velvety sauce and a golden, crispy breadcrumb topping—a comfort food classic made even better with the right technique. 💛 The secret lies in using high-quality cheddar and a slow-cooked roux that prevents that dreaded cheese separation, while Barilla elbow pasta holds its shape beautifully for that satisfying bite.
What sets this recipe apart is the two-stage cooking process: first, the pasta cooks in salted water until al dente, then the cheese sauce develops over gentle heat with a touch of mustard for depth.
The breadcrumb topping adds a satisfying crunch that contrasts perfectly with the tender pasta and rich sauce—no soggy bits here. It's the kind of dish that transforms a simple weeknight dinner into a restaurant-worthy meal with minimal effort.
By the time you plate this mac and cheese, you'll have a dish that's rich, cheesy, and perfectly textured—creamy sauce clinging to every strand of pasta, topped with golden, crispy breadcrumbs that add a delightful contrast.
The aroma alone will have everyone gathering at the table, and the first bite delivers on that classic comfort food satisfaction. This is mac and cheese done right.
Whether you're feeding a family or serving as a side dish for holiday dinners, this recipe scales beautifully while maintaining its signature texture and flavor. The best part?
It comes together in just one pot, making cleanup a breeze. Let's get started on creating your cheesiest, most satisfying mac and cheese yet.
Ingredients for barilla elbow macaroni and cheese
High-quality cheddar, Barilla elbow pasta, and a crispy breadcrumb topping—this is mac and cheese elevated.
| Ingredient | Amount | Notes |
|---|---|---|
| Barilla Elbow Macaroni 🍝 | 1 ½ lb | Uncooked, standard elbow shape |
| Sharp White Cheddar Cheese 🧀 | 2 cups | Shredded, block preferred |
| Medium Cheddar Cheese 🧀 | 1 cup | Shredded, for balanced flavor |
| Butter 🧈 | ½ cup | Unsalted, cold for roux |
| All-Purpose Flour 🌾 | ¼ cup | For smooth roux base |
| Whole Milk 🥛 | 2 cups | Full-fat for creaminess |
| Yellow Mustard 🍯 | 1 tbsp | For subtle tang |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Bacon Bits 🥓 | ¼ cup | Cooked, for smoky depth |
| Garlic Powder 🧄 | ½ tsp | For aromatic base |
| Onion Powder 🧅 | ½ tsp | For savory foundation |
| Ground Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Diamond Crystal Kosher Salt 🧂 | 1 ½ tsp | For pasta water |
| Extra-Virgin Olive Oil 🫒 | 2 tbsp | For topping drizzle |
The cheddar is where this dish shines. Sharp white cheddar delivers that signature tang, while medium cheddar adds depth—don't substitute pre-shredded; it gets gummy. For the best results, buy a block from the deli counter and shred it yourself. Barilla elbow pasta holds its shape perfectly, but if you can't find it, any elbow macaroni will work. The butter should be cold and cubed for the roux—this prevents burning and ensures a silky sauce. If you're short on time, Trader Joe's sells pre-shredded cheddar in a bag that's perfect for this recipe.
No sharp cheddar? Pepper jack or smoked Gouda adds complexity, though the texture will differ slightly. The mustard is non-negotiable—it cuts through the richness and adds a subtle bite. For the breadcrumb topping, panko is essential—it stays crispy, unlike regular breadcrumbs. Short on bacon bits? Crumbled cooked bacon works just as well. The garlic and onion powders should be freshly ground if possible; pre-ground spices lose potency quickly. If you're making this ahead, the roux can be prepped in advance and stored in the fridge for up to 3 days—just reheat gently with the milk.
This mac and cheese reheats beautifully—just add a splash of milk to loosen the sauce. Store leftovers in an airtight container for up to 4 days, though the first day is always the best. For the crispy topping, assemble it just before baking—this ensures maximum crunch. The dish freezes well for up to 3 months; thaw in the fridge overnight for best results. If you're serving this at a gathering, make it in a large casserole dish—it's always a crowd-pleaser and keeps warm effortlessly.
Why You'll Love This Recipe
- No-Pasta-Fail Pasta: I swear by Barilla elbows—they hold sauce like a dream, no mushy bits. Toss them in boiling water for exactly 9 minutes (set a timer, I do), and they’re done. No overcooking, no guessing—just perfect al dente every time.
- Cheese Overload (In a Good Way): Sharp white cheddar for that tangy bite, medium cheddar for creaminess, and a roux made with butter and flour that actually thickens without breaking. The result? A sauce so rich it’ll have you licking the plate—no regrets.
- Lunchbox to Leftovers: Pack it cold for school lunches (the elbows stay firm, promise) or reheat for dinner—same great taste. Honestly, I’ve made this for potlucks, sick-day meals, and even a last-minute date-night dinner. It’s the ultimate crowd-pleaser.
- Budget Magic: A box of Barilla, a block of cheddar, butter, and flour—that’s it. No specialty ingredients, no markup. I’ve fed my family of four for under $8, and the leftovers? Even better the next day because the cheese gets more melty.
Step-by-step instructions for cheesy crunch top macaroni and cheese
Master this technique for a silky sauce, crispy breadcrumb topping, and perfect balance of sharp and medium cheddar.
🍳 Step 1: Prepare the Roux and Cheese Sauce
In a large, heavy-bottomed saucepan, melt the ½ cup butter over medium heat until it foams, about 2 minutes. Whisk in the ¼ cup all-purpose flour continuously for 2 minutes until the mixture forms a smooth, pale roux with no floury taste. This is your sauce foundation.
Gradually whisk in the 2 cups whole milk, about ¼ cup at a time, allowing each addition to incorporate completely before adding more. Stir constantly to prevent lumps from forming. Once all milk is added, increase heat to medium-high and bring to a gentle boil, stirring frequently. Reduce heat to medium-low and simmer for 5 minutes until the sauce thickens enough to coat the back of a spoon.
👨🍳 Step 2: Incorporate Cheeses and Seasonings
Remove the saucepan from heat and reduce heat to low. Add the 2 cups sharp white cheddar cheese and 1 cup medium cheddar cheese all at once, stirring vigorously until completely melted and smooth. Return to low heat and stir in the 1 tablespoon yellow mustard, ½ teaspoon garlic powder, ½ teaspoon onion powder, and ½ teaspoon ground black pepper. The sauce should be silky and well-combined.
Taste and adjust seasoning if needed. I find this combination of cheddars creates the perfect balance—sharp enough to cut through the richness while maintaining that classic mac and cheese comfort. Keep the sauce warm over low heat while you prepare the pasta.
🍲 Step 3: Cook the Pasta Al Dente
While the cheese sauce simmers, bring a large pot of water to a rolling boil. Add 1.5 teaspoons Diamond Crystal kosher salt (about 1½ tablespoons of table salt) and the 1.5 lb Barilla elbow macaroni. Cook until 1 minute before the package instructions for al dente—this ensures perfect texture when combined with the sauce.
Reserve ½ cup pasta water before draining. The starchy water helps emulsify the sauce for a silky finish. Drain the pasta and immediately add it to the cheese sauce in the saucepan. Stir gently to coat each noodle evenly with the sauce. If the sauce appears too thick, add 1-2 tablespoons of reserved pasta water to reach your desired consistency.
🥘 Step 4: Assemble and Bake the Crunch Top
Preheat your oven to 375°F. Transfer the pasta mixture to a 9x13-inch baking dish, spreading it evenly. In a small bowl, combine the ½ cup panko breadcrumbs, ¼ cup bacon bits, and remaining ½ teaspoon Diamond Crystal kosher salt. Sprinkle this mixture evenly over the pasta, pressing down gently to ensure good contact.
Drizzle the 2 tablespoons extra-virgin olive oil evenly over the breadcrumb topping. This creates a golden, crispy finish while keeping the breadcrumbs from becoming too dry. Bake for 15-20 minutes until the top is deep golden brown and the edges are bubbling. The internal temperature should reach 165°F.
⏰ Step 5: Rest and Serve for Maximum Flavor
Remove from the oven and let the macaroni and cheese rest for 5 minutes before serving. This resting period allows the breadcrumb topping to crisp further while the sauce redistributes throughout the pasta. The contrast between the crispy top and silky sauce is what makes this dish exceptional.
Serve immediately with a side of steamed broccoli or a simple green salad. The sharp cheddar pairs beautifully with the smoky bacon bits, while the breadcrumb topping adds satisfying texture with every bite. Leftovers keep well in the refrigerator for up to 3 days, though I doubt they'll last that long!
Pro Tips For Making Barilla Elbow Macaroni And Cheese
- BOIL PASTA AL DENTE THEN REST: I learned this the hard way—overcooked elbows turn mushy when mixed with cheese sauce. Cook them al dente (1 minute less than package says), drain, and toss with a splash of pasta water. Let them sit 2 minutes before adding sauce—this prevents gummy texture and lets starch cling to the noodles.
- GRATE CHEESE FRESH, NOT SHREDDED: Pre-shredded cheese has anti-caking agents that make sauce grainy. Use a box grater for sharp white cheddar and medium cheddar—skip the pre-shredded stuff. If you’re in a hurry, buy block cheese and grate it yourself; the extra effort makes the sauce silky.
- LOW AND SLOW FOR ROUX: Don’t rush the butter-flour roux or it’ll burn. Melt 4 tbsp butter over medium-low heat, then whisk in 4 tbsp flour. Cook 2-3 minutes until golden but not brown—this is the thing that matters most for flavor. If it smells nutty, you’ve gone too far.
- TOAST THE ELBOWS: After draining, toss the hot pasta with 1 tbsp butter in the same pot. Stir for 30 seconds until the edges turn golden—this adds texture and prevents the final dish from being gluey. (Yes, even if you’re impatient like me, this step works.)
Creative variations of barilla elbow macaroni and cheese
Bacon & Cheddar Twist
Swap the bacon bits for ½ cup cooked crispy bacon crumbled over the top instead of mixing into the breadcrumbs. This adds a smoky depth that pairs perfectly with the cheddar.
For extra richness, stir ¼ cup sour cream into the cheese sauce before baking—it creates a velvety texture that balances the crunch. 🥓
Spicy Kick Version
Add 1 teaspoon cayenne pepper or 2 tablespoons hot sauce to the cheese sauce for a fiery twist. For a smoky heat, mix 1 teaspoon smoked paprika into the breadcrumb topping.
Top with 2 tablespoons chopped jalapeños for freshness and extra spice. Serve with cooling ranch or blue cheese dressing on the side.
Vegetarian Protein Boost
Replace the bacon with ½ cup sautéed mushrooms or ½ cup diced roasted butternut squash> for a hearty vegetarian option. The mushrooms add an umami depth, while the squash brings natural sweetness.
For extra protein, stir ½ cup cooked lentils> into the cheese sauce before baking. Both options keep the dish rich and satisfying without meat.
Baked Potato Topping
For a decadent twist, replace the breadcrumb topping with thinly sliced baked potato rounds>. Brush them with olive oil, sprinkle with salt, and bake at 400°F for 15 minutes> until crispy.
The potato topping adds a hearty, starchy contrast that feels indulgent. Top with extra sharp cheddar and a drizzle of sour cream> before serving.
Breakfast Mac & Cheese
Transform this into a breakfast dish by stirring 2 eggs> into the cheese sauce before baking. Add ¼ cup cooked breakfast sausage> to the breadcrumb topping and bake until set.
Serve with a side of crispy hash browns or avocado slices. The eggs make it a filling morning meal while keeping the creamy, cheesy goodness intact. 🍳
Seasonal Herb Variations
Incorporate seasonal herbs into the breadcrumb topping for freshness. For spring, add 1 tablespoon chopped chives> and 1 teaspoon dried dill>. In summer, use 1 tablespoon chopped basil> and ½ teaspoon lemon zest>.
For fall, try 1 teaspoon dried thyme> and ½ teaspoon cinnamon> for a warm, cozy flavor. These herbs elevate the dish without overpowering the cheesy base.
Nutrition facts
Frequently asked questions
Why does my cheese sauce get grainy or separate?
This usually happens when the sauce is too hot while adding cheese or when low-fat dairy is used. Always melt cheese over low heat and stir constantly. For extra insurance, whisk in 1 tablespoon cornstarch with the milk before adding to the roux. The mustard in this recipe also helps emulsify the sauce naturally.
Can I make this mac and cheese ahead of time?
Assemble the dish without the breadcrumb topping and refrigerate for up to 24 hours. When ready to serve, add the breadcrumbs and bake until golden. For the best texture, add 1-2 tablespoons milk when reheating to restore creaminess. The flavor actually improves after resting overnight!
What's the secret to crispy breadcrumb topping?
Three key factors: panko breadcrumbs (they stay crispy), pressing them gently into the sauce before baking, and using olive oil to bind them. Bake at 375°F until deep golden brown—don't rush it! The oil helps create that perfect crispy shell while keeping the inside creamy.
Can I use different cheeses in this recipe?
Yes! For a smoky flavor, try smoked Gouda instead of sharp cheddar. For extra creaminess, add ½ cup cream cheese to the sauce. Just remember: sharp cheddar provides the signature tang that balances the richness. If using pre-shredded cheese, drain it first to remove excess moisture that can make the sauce watery.
How do I fix mushy pasta in mac and cheese?
Cook your pasta 1 minute less than package instructions for al dente texture. When combining with sauce, use reserved pasta water to adjust consistency—it prevents the sauce from absorbing too much moisture. For extra insurance, spread the baked mac and cheese on a baking sheet and broil for 2-3 minutes to firm up the pasta.