One Pan Macaroni and Cheese with Bread Crumbs

This simple baked macaroni and cheese recipe with breadcrumbs was inspired by a viral TikTok mac and cheese recipe.

It’s creamy and decadent, topped with buttery breadcrumbs, and super easy to make. One pan, no boil, no flour, no roux! 

I’m all for an easy dinner of no-boil baked pasta and all the sides. So when I saw the viral TikTok hack for mac and cheese where they threw a whole block of cheese, pasta, milk, and cheese into a 9 x 13 pan and baked it, I was intrigued. 

Remember the viral video for baked feta pasta? This mac and cheese hack reminded me of that.

The best part was that it ticked all the “easy mac and cheese recipe” boxes for me: one pan, no boil, no roux. 

I got some great ideas from those Tik Tok recipes, however, I had some ideas of my own to take it to the next level. I wanted to make sure it had perfectly cooked pasta, was creamy and full of flavor, and had a crunchy topping.

This easy recipe for homemade mac and cheese has all the classic seasonings, a crispy Parmesan panko bread crumb topping, and a cooking method that ensures the pasta is properly cooked, and the cheese sauce is creamy.

It just might become your favorite mac and cheese recipe.  

You’re going to love this

Super creamy and gooey — this indulgent mac and cheese dish is filled with cheesy goodness

Buttery bread crumbs — seasoned panko adds a crispy, crunchy topping

No-boil mac and cheese — this time saver keeps the pasta from getting mushy

No flour — no roux to fuss with!

One pan oven macaroni and cheese — this easy dinner recipe is truly a dump-and-bake

Mac and Cheese without Flour

I loved that the viral TikTok recipe for mac and cheese was made without flour, so there was no roux, no bechamel, and no more dirty pots than necessary. 

You see, lots of baked mac and cheese recipes call for making a roux, which is made by mixing melted butter and flour together in a saucepan. When you add milk to the roux, it becomes bechamel sauce — a versatile sauce that’s a classic base for many mac and cheese recipes.

This baked macaroni and cheese has no flour because the heavy whipping cream and Velveeta melt into a perfectly creamy, cheesy sauce — no roux necessary. 

The BEST Cheese for Creamy Mac and Cheese

When it comes to selecting which types of cheeses you use for your homemade cheese sauce, use a combination of different kinds of cheese that will add gooeyness and the best cheese flavor.

I chose sharp cheddar cheese for flavor and Monterey Jack for meltiness, but there are tons of different cheese options to choose from that are tasty and gooey: 

• White cheddar cheese
• Havarti
• Mozzarella cheese
• American cheese
• Pepper Jack
• Gruyere
• Gouda
• Muenster
• Parmesan
• Fontina
• Brie
• Colby
• Colby-Jack

Topping Variations

Regular or panko bread crumbs make a delicious topping for macaroni and cheese, but for a fun twist, try one of these! 

• Corn chips
• Potato chips
• Cheese crackers
• Butter crackers
• French fried onions
• More cheese

*Just a heads up, these toppings may brown at different rates than the panko in this recipe, so be sure to check on it often to make sure they get to a perfect golden brown. 

Ingredients

This recipe comes together with really simple ingredients.  

Velveeta. The secret ingredient to making the creamy sauce without flour

Elbow macaroni. A classic choice for mac and cheese, but any similarly sized pasta will work. 

Heavy whipping cream. FYI, when you’re shopping for this, it’s the same thing as heavy cream. 

Chicken broth. The Tik Tok mac and cheese recipes I saw used water. Chicken broth adds lots of flavor. 

Onion powder, garlic powder, dry mustard, nutmeg, and cayenne. This seasoning combo took this mac and cheese from bland to super flavorful. Feel free to make substitutions based on your taste, but please don’t skip seasoning the cheese sauce with something. 

Sharp cheddar. Freshly shredded sharp cheddar is a must in all the best mac and cheese recipes. It adds tangy flavor and creamy texture. 

Monterey Jack cheese. Jack cheese is a go-to for adding creamy, melty goodness. Use freshly shredded, if possible, not the stuff in bags. 

Panko breadcrumbs. Panko adds the ultimate crunch factor. You can substitute regular bread crumbs, if you prefer. 

Grated Parmesan cheese. Use freshly grated Parmesan cheese, or at least not the stuff in the green can. 

Italian seasoning, paprika, garlic powder. This seasoning blend for the panko adds another layer of seasoning to the macaroni and cheese. If you aren’t into one or more of these particular seasonings, choose ones you love. Just don’t skip seasoning the bread crumbs. 

Step-by-Step Instructions

Step 1

Heat oven to 375. Grease a large baking dish with cooking spray. For reference, the pan I use is 3.75 quart, 9.5 x 15.5. You’ll want something with plenty of room for stirring. 

Step 2

Place the Velveeta in the center of the prepared baking dish. 

Step 3

Pour the dry pasta around the Velveeta. 

Step 4

Pour the heavy whipping cream and broth over the pasta.  

Step 5

Sprinkle the onion powder, garlic powder, dry mustard, nutmeg, cayenne pepper, salt, and black pepper over the cream/broth mixture. Stir the seasonings around so they mix in with the liquid. 

Step 6

Place the shredded cheese over the liquid mixture.

Step 7

Tightly cover the dish with aluminum foil and bake for 50 minutes. 

Step 8

While it’s baking, melt butter and mix the breadcrumb topping ingredients together. 

Step 9

Remove the pan from the oven. Stir the melted cheese, cream, and pasta together until it blends together into a uniform sauce. The mixture will be really loose, but you'll notice it thicken as you stir.

It looks wrong, but it's right :).

Step 10 

Evenly sprinkle the bread crumbs on top of the pasta.  

Step 11

Bake for another 15-20 minutes or until the bread crumbs are golden brown and the dish is bubbling around the edges. 

REALLY IMPORTANT: Let the mac and cheese rest for 10 minutes. If you dig in right away, it will be too runny, not to mention, crazy hot. 

This macaroni and cheese recipe with bread crumbs is best enjoyed fresh from the oven.

Storage

Store leftover macaroni and cheese tightly covered in the refrigerator for 3-5 days. You can also freeze it in an airtight container for up to three months.

Reheating

Mac and cheese is always best enjoyed right out of the oven. But you can breathe new life into your leftovers. For best results, reheat leftovers in the oven. 

Place it in an oven-safe dish and break it up with a spoon. Add a little bit of milk (about 1 tablespoon per cup of mac and cheese), cover it with foil and bake it at 350 for about 15 minutes. 

Remove the foil and add a layer of extra cheese and, if desired, a fresh layer of buttery bread crumbs (1 T melted butter per ¼ cup of bread crumbs). Bake for 10 more minutes. Turn on the broiler for a minute or two to get the bread crumbs golden brown.

Expert Tips

Shred your own cheese. I know it's kind of a pain, but it's worth it. Freshly shredded cheese melts better than the bagged kind because it doesn’t have all those starches that keep bagged cheese from clumping together.

Cover the dish with foil during baking. The Tik Tok mac and cheese recipes I found did not do this. Covering the dish keeps the moisture trapped inside so the pasta cooks and the mac and cheese stays creamy — not dry. 

To avoid bland mac and cheese, add seasoning to the sauce mixture and the bread crumbs. 

Let the mac and cheese rest. It’s so tempting to dive right in, but it’ll be hot as all get-out and a little loose. Let it rest to let the cheese sauce set and you’ll be glad you did. 

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