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  • Dinner

    No-Bake Mac and Cheese with Crispy Crumb Topping

Holiday hosts know one strange-but-true fact: Coordinating oven schedules is very real. With dish upon dish popping in and out of the oven at varying times and temperatures – not to mention the turkey – things can get complicated. Give yourself a bit of a break this holiday and embrace this no-back mac ‘n cheese. 

  • 6


  • PT20M
  • 20

    Minutes Total Time

  • Mac and Cheese with Crispy Crumb topping on a white plate and in a white serving dish. Glass of milk in background.


  • 3/4 cup panko bread crumbs
  • 5 tablespoons butter, divided
  • 1/4 teaspoon paprika
  • 3 cups uncooked elbow macaroni
  • 1/2 cup finely chopped onion
  • 3 tablespoons all-purpose flour
  • 3 cups whole milk
  • 1/2 teaspoon salt
  • 1/4 teaspoon freshly ground black pepper
  • 1 teaspoon dry mustard
  • 4 ounces cream cheese, cut into chunks
  • 2 cups shredded American cheese
  • 2 cups shredded Cheddar cheese


Preheat the broiler. Melt 2 tablespoons of the butter. Stir together the panko, the melted butter, and the paprika in a small bowl; set aside.

Cook the elbow macaroni according to the package directions in a large saucepan; drain and return to the saucepan. Cover and keep warm.

Meanwhile, for the cheese sauce, melt the remaining 3 tablespoons butter in a large saucepan over medium heat. Cook the onion in the hot butter until soft, 5 to 6 minutes. Stir in the flour and cook, stirring constantly, for 1 to 2 minutes. Add the milk all at once, stirring constantly. Cook and stir over medium heat until slightly thickened and bubbly, 4 to 5 minutes. Add the salt, pepper, mustard, and cream cheese; whisk until smooth. Remove from the heat. Add the shredded American and Cheddar cheeses in handfuls, whisking constantly until each handful is melted before adding the next one.

Immediately pour the cheese sauce over the cooked macaroni and toss gently to coat. Spoon into a 3‑quart casserole dish. Quickly sprinkle the panko mixture over the mac and cheese. Broil 6 inches from the heat for 1 to 2 minutes or until golden brown. Let stand for 5 minutes before serving.

Image courtesy of “The Dairy Good Cookbook: Everyday Comfort Food from America’s Dairy Farm Families” edited by Lisa Kingsley.

Recipe created by US Dairy.