This Thanksgiving Mac and Cheese is all about that creamy sauce and crunchy topping. The blend of cheeses melts into the pasta just right, and the panko crust adds the best texture. It’s comfort food that fits right in with turkey and stuffing.
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Why This Recipe Works
I make this Thanksgiving Mac and Cheese every year because it’s the one dish that brings everyone back for seconds. Here’s what makes it stand out:
- Rich and Creamy Sauce: The combination of cheddar, Gruyère, and mozzarella melts into the silkiest sauce. It’s that same cozy, cheesy comfort you get from Cauliflower Mac and Cheese, just a little more holiday-ready.
- Perfectly Baked Top: The buttery panko and Parmesan topping bakes up golden and crisp. It gives every bite a satisfying crunch that balances the creamy pasta underneath.
- Holiday-Worthy Flavor: Dijon mustard and smoked paprika add a subtle depth that makes this more than your everyday mac. It’s rich, savory, and feels right at home next to turkey and stuffing.
- Easy to Make Ahead: You can assemble it the day before, then bake it fresh before dinner. That little prep trick saves time and keeps the kitchen calm when guests arrive.
- Family Favorite Comfort: It’s the kind of dish that feels nostalgic but special, like One Pot Hamburger Helper — simple ingredients, big comfort, and always a hit at the table.

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Ingredients
- Elbow Macaroni – The classic choice for mac and cheese, it holds the creamy sauce perfectly. You can also use small shells or cavatappi if you prefer a different shape.
- Whole Milk – Adds body and creaminess to the sauce. Warm it before adding to prevent lumps.
- Heavy Cream – Makes the sauce extra rich and indulgent. You can use half-and-half for a lighter version.
- Dijon Mustard – Adds a subtle tang that balances the richness of the cheese.
- Smoked Paprika – Brings a gentle smoky flavor that complements the cheddar.
- Cayenne Pepper – Optional, but a small pinch adds warmth without making it spicy.
- Sharp Cheddar Cheese – The main cheese for bold flavor and creamy melt. Freshly shred it for the best texture.
- Gruyère Cheese – Adds a nutty, slightly sweet flavor that deepens the sauce. Fontina is a great substitute.
- Mozzarella Cheese – Gives the sauce that stretchy, gooey texture everyone loves.
- Garlic Powder – Seasons the topping with a mild garlic flavor.Fresh Parsley – Sprinkled on top for a pop of color and freshness before serving.
For full list of ingredients and instructions, see recipe card below.
Instructions


- Start the roux: In a large saucepan, melt 6 tablespoons butter over medium heat. Whisk in the flour and cook for 1–2 minutes to remove the raw flour taste.
- Add milk and cream: Slowly pour in the warm milk and cream, whisking constantly to keep the sauce smooth. Continue whisking until the mixture thickens, about 5–7 minutes.


- Boil and butter macaroni: Bring a large pot of salted water to a boil. Add the macaroni and cook it one minute shy of al dente. Drain and toss butter to keep them from sticking.
- Season the sauce: Turn off the heat and add the salt, Dijon mustard, smoked paprika, and cayenne. Whisk until the seasonings are fully incorporated.


- Melt the cheeses: Add the shredded cheddar, Gruyère, and mozzarella in batches (saving 1½ cups for topping). Stir until the sauce is smooth and creamy.
- Combine with pasta: Fold the cooked pasta into the cheese sauce until every piece is evenly coated. Transfer to a greased baking dish.


- Add cheese topping: Sprinkle the reserved 1½ cups of shredded cheese in an even layer over the top of the pasta.
- Make and spread panko topping: In a bowl, mix the panko, melted butter, Parmesan, and garlic powder until the crumbs are fully coated. Spread this mixture over the cheese layer.


- Bake: Bake uncovered at 375°F for 25–30 minutes, until bubbling and golden brown.
- Rest and garnish: Remove from oven and let it rest for 10 minutes then garnish with chopped parsley and serve warm.
For full list of ingredients and instructions, see recipe card below.

Substitutions & Variations
Here are some of my favorite substitutions and variations:
- Cheese Options: I like using sharp cheddar and Gruyère for depth, but you can swap in Fontina, Monterey Jack, or smoked Gouda for a different flavor. Use what you have and mix a few for the best melt.
- Protein Add-Ins: Try folding in leftover turkey, crispy bacon, or diced ham before baking. It turns this side dish into a hearty main.
- Veggie Mix-Ins: Stir in roasted broccoli, caramelized onions, or sautéed spinach for extra texture and color. You can even add a handful of peas for a little sweetness.

What to Serve with Thanksgiving Mac and Cheese
Main Dishes
- This creamy Thanksgiving Mac and Cheese pairs beautifully with holiday mains. We love serving it alongside Stuffed Turkey Breast for a classic Thanksgiving spread.
- It’s also delicious next to Apple Cider Braised Beef Roast or Roasted Butternut Squash Risotto With Crispy Sage for a cozy fall dinner.
- For something a little different, try it with Creamy Tuscan Gnocchi for a rich, comforting meal.
Side Dishes
- This mac and cheese fits right in with other comforting sides. We often serve it with Buttermilk Mashed Potatoes and Green Bean Casserole with Crispy Onions for a full holiday plate.
- It also pairs nicely with Maple Roasted Pumpkin or Cheesy Au Gratin Potatoes when you want a table full of warm, cozy flavors.

FAQs
Yes. Elbow macaroni is traditional, but shells, cavatappi, or penne also work well. Just make sure to cook the pasta one minute short of al dente so it doesn’t get too soft when baked.
You can use half-and-half instead of heavy cream and reduce the butter slightly. It will still be creamy, just a bit less rich.
You can assemble it a day in advance without the panko topping. Cover and refrigerate, then add the topping and bake before serving. If baking straight from the fridge, add about 10 extra minutes to the cook time.
Store leftovers in an airtight container in the fridge for up to 3–4 days. Reheat gently in the oven or microwave with a splash of milk to keep it creamy. You can also freeze it for up to 2 months, then thaw overnight in the fridge before reheating.

More Side Recipes You’ll Enjoy
- Apple Cranberry Sauce with Port Wine – Take your classic cranberry sauce to a new level! Ready in 15 minutes, this apple cranberry sauce is delightfully tart, sweet, and unique.
- Fall Harvest Salad – This Fall Harvest Salad is ideal when I want something colorful, crunchy, and fresh on the fall table. The sweet persimmons, crisp apples, and toasted nuts make every bite feel like autumn. It’s just as perfect for weeknight dinners as it is for holiday meals.
- Copycat Panera Broccoli Cheddar Soup – This copycat Panera broccoli cheddar soup is creamy, cheesy, and packed with cozy flavors. It’s made in one pot and done in just 30 minutes!
- Miso Butter Glazed Carrots – Miso Butter Glazed Carrots are the ultimate side dish for the holidays. Easy and creative, this vegetarian recipe takes less than 30 minutes.
If you try this Thanksgiving Mac and Cheese recipe, let me know what you think! Rate and review this recipe in the comments below. Don’t forget to take a picture and tag me on Instagram @lenaskitchenblog!

Thanksgiving Mac and Cheese
Ingredients
For the Pasta:
- 16 ounces elbow macaroni, or use shells
- kosher salt, for pasta water
- 1 tablespoon unsalted butter, to keep pasta from sticking
For the Cheese Sauce:
- 6 tablespoons unsalted butter
- ⅓ cup all-purpose flour
- 4 cups whole milk, warmed
- 1 cup heavy cream, warmed
- 1½ teaspoon kosher salt, or more to taste
- 1 teaspoon Dijon mustard
- ½ teaspoon smoked paprika
- ¼ teaspoon cayenne, optional
- 4 cups sharp cheddar cheese, freshly shredded
- 2 cups Gruyère cheese, shredded (or Fontina cheese)
- 1 cup mozzarella cheese, shredded (Reserve 1½ cups of the cheese mix for topping)
For the Panko Topping:
- 1½ cups panko breadcrumbs
- 3 tablespoons butter, melted
- ½ cup Parmesan cheese, grated
- 1 teaspoon garlic powder
- 1 tablespoon chopped fresh parsley, for garnish
Instructions
- Bring a large pot of salted water to a boil.
- Cook pasta 1 minute short of al dente, it will continue to cook in the oven.
- Drain, toss with 1 tablespoon butter to prevent sticking, and set aside.
- While the pasta is cooking, prepare the sauce. In a large saucepan, melt 6 tablespoons of butter over medium heat.
- Whisk in flour and cook for 1-2 minutes, stirring constantly (this cooks off the raw flour taste).
- Gradually whisk in the warm milk and cream, a little bit at a time, until smooth.
- Continue whisking until the sauce thickens for about 5-7 minutes.
- Turn off the heat and stir in salt, mustard, paprika and cayenne.
- Add shredded cheeses (except the reserved 1 1⁄2 cups) in batches, stirring until melted and creamy.
- Fold the cooked pasta into the cheese sauce until fully coated.
- Pour into a greased 9×13-inch casserole dish.
- Sprinkle the reserved 1½ cups cheese evenly over the top.
- Make the panko topping by combining panko, melted butter, garlic powder and Parmesan cheese in a bowl and mix until crumbs are evenly coated.
- Sprinkle over the mac and cheese.
- Bake uncovered on the middle rack at 375°F for 25-30 minutes, or until the sauce is bubbling and the top is golden brown.
- Let it rest for 10 minutes before serving (it will thicken as it cools beautifully). Garnish with parsley and enjoy.
Notes
- Grate your own cheese. Pre-shredded cheese has anti-caking agents that can make the sauce grainy.
- For a smoky version, swap half the cheddar for smoked gouda.
- Add bacon crumbles or caramelized onions for a savory twist.
- Got leftover turkey? Add pieces of turkey to the mac and cheese.
- Want to prep ahead? Assemble the mac (without the panko topping), cover, and refrigerate up to 1 day. Add topping and bake just before serving, increase bake time by about 10 minutes if cold.
Photography by Naomi Seiler






Naomi
So creamy and flavorful. It was perfect for our family dinner!