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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!
Course Main Course, Side Dish
Cuisine American
Prep Time 10 minutes
Cook Time 1 hour 10 minutes
Servings 12
Calories 636kcal
Author Cara Lanz


  • 16 ounces Velveeta
  • 16 ounces elbow macaroni
  • 4 cups heavy whipping cream
  • 1 ½ cups chicken broth
  • 1 teaspoon onion powder
  • 1 teaspoon garlic powder
  • 2 teaspoons mustard powder
  • salt & pepper
  • teaspoon nutmeg
  • teaspoon cayenne, optional
  • 1 cup shredded sharp cheddar cheese
  • 1 cup shredded Monterey jack cheese

Bread Crumb Topping

  • 1 cup panko bread crumbs
  • 2 teaspoons Italian seasoning
  • 1 teaspoon garlic powder
  • ½ teaspoon paprika
  • ¼ cup grated Parmesan cheese
  • 4 tablespoons melted butter


  • Heat oven to 375. Grease a large baking dish with cooking spray. The pan I use is 3.75 quart, 9.5 x 15.5. You’ll want something with plenty of room for stirring.
  • Place the Velveeta in the center of the prepared baking dish.
  • Pour the pasta around the Velveeta.
  • Pour the heavy whipping cream and broth over the pasta. 
  • 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.
  • Place the shredded cheese over the liquid mixture.
  • Tightly cover the dish with aluminum foil and bake for 50 minutes.
  • While it’s baking, melt butter and mix the breadcrumb topping ingredients together.
  • Remove the pan from the oven.
    Stir the melted cheese, cream, and pasta together until blends together into a uniform sauce. The mixture will be really loose and soupy, but you'll notice it thicken as you stir.
    Evenly sprinkle the bread crumbs over the top of the macaroni and cheese.
  • 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.
  • 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.



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.


Calories: 636kcal | Carbohydrates: 40g | Protein: 21g | Fat: 44g | Saturated Fat: 27g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 10g | Trans Fat: 1g | Cholesterol: 136mg | Sodium: 954mg | Potassium: 340mg | Fiber: 2g | Sugar: 7g | Vitamin A: 1860IU | Vitamin C: 1mg | Calcium: 451mg | Iron: 1mg