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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.


  • 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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