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Best Ever Mac & Cheese


Total Time
50 minutes
Prep Time
40 minutes
Cook Time
10 minutes
12 servings
There's never a reason to not have mac and cheese, especially when it's topped with breadcrumbs made from Milio's fresh baked bread. Stop by your local Milio's to pick up some of our delicious Day Old Bread and get cooking! BONUS: Transform the leftover bread into an irresistible, garlicky side dish.


  • 1 package (16 ounces) uncooked elbow macaroni
  • 1/2 loaf Milio’s French bread, torn into large pieces
  • 6 tablespoons butter, cubed and divided
  • 1/2 cup grated Parmesan cheese
  • 1 teaspoon salt, divided
  • 1 teaspoon pepper, divided
  • 1/4 cup finely chopped onion
  • 1 teaspoon ground mustard
  • 1/4 teaspoon cayenne pepper
  • 1/4 cup all-purpose flour
  • 3 cups whole milk
  • 2 cups half-and-half cream
  • 1 cup (4 ounces) cubed Velveeta® cheese
  • 8 ounces sharp cheddar cheese, shredded
  • 8 ounces Monterey Jack cheese, shredded
  • 1 teaspoon Worcestershire sauce


1. Preheat oven to 400°. In a stockpot or Dutch oven, cook pasta according to package directions for al dente; drain and return to pan.

2. In a food processor, pulse bread, 2 tablespoons butter, Parmesan, 1/2 teaspoon salt and 1/2 teaspoon pepper until coarsely ground. Set aside.

3. Meanwhile, in a large skillet over medium heat, melt remaining butter. Add onions and cook until tender, about 3 minutes. Add ground mustard and cayenne pepper; stir until blended. Stir in flour until smooth, about 3 minutes.

4. Slowly whisk in milk and cream; bring to a boil. Reduce heat to medium-low; simmer, stirring constantly, until thickened, about 5 minutes.

5. Remove from heat; stir in cubed cheese. Slowly add remaining cheeses a handful at a time, stirring until cheese is melted. Add Worcestershire and remaining salt and pepper. Pour over pasta; toss to coat.

6. Transfer to a greased 13×9-in baking dish. Sprinkle breadcrumbs over top of casserole. Bake until topping is golden brown and sauce is bubbly, 10-12 minutes. 

It's the bread!
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