Creamy Mac and Cheese with Buttery Topping
Creamy, cheesy baked mac and cheese topped with buttery, crushed Ritz crackers. Made with three cheeses and a rich homemade cheese sauce, this is the perfect Thanksgiving side dish!

This creamy mac and cheese is everything a good holiday side dish should be! Made with elbow macaroni, sharp cheddar, mild cheddar, and your choice of white cheese, it's coated in a rich, homemade cheese sauce and layered with even more cheese. The best part is the buttery Ritz cracker topping that bakes up golden and crunchy. It's an easy crowd-pleasing side dish that deserves a spot on your Thanksgiving table!
📝 Ingredients
- 1 (16 oz) box elbow macaroni
- 2 cups sharp cheddar cheese, shredded
- 2 cups mild cheddar cheese, shredded
- 2 cups white cheese (mozzarella, Gruyère, or Gouda), shredded
- 2 sticks butter, divided
- 1/3 cup all-purpose flour
- 1 tsp seasoned salt
- 1 tsp garlic powder
- 1/4 tsp white pepper (or black pepper)
- 3 cups whole milk
- 1 cup heavy cream
- 2 sleeves Ritz crackers, crushed
👩🍳 Directions
- 1
1. Preheat oven to 350°F. Combine seasoned salt, garlic powder, and pepper in a small bowl to make your seasoning blend.
- 2
2. Add all three cheeses to a large bowl and toss to combine.
- 3
3. Cook macaroni in heavily salted water according to package directions, reducing the cooking time by 1 minute. Drain and set aside.
- 4
4. While the pasta cooks, melt 1 stick of butter in a large saucepan. Add half of the seasoning blend and stir. Slowly whisk in the flour and cook for 1–2 minutes.
- 5
5. Gradually pour in the milk and heavy cream, stirring continuously until warmed. Add 4 cups of the cheese blend and stir until melted. Add the remaining seasoning blend.
- 6
6. Add the drained pasta and stir until well combined. The mixture will look very creamy, but don't worry! The pasta will absorb some of that creaminess as it bakes.
- 7
7. Grease a 9x13 baking dish. Add half of the mac and cheese, sprinkle with 2 cups of the remaining cheese blend, and top with the other half of the mac and cheese.
- 8
8. Melt the remaining stick of butter and stir in the crushed Ritz crackers. Spread evenly over the top.
- 9
9. Bake for 20–30 minutes, until golden brown and bubbly.
- 10
10. Remove from the oven and let rest for about 15 minutes before serving.
💡 Tips for Success
- Cheese: Freshly shredded cheese melts best and gives you a smoother, creamier sauce.
- White cheese: Gruyère and Gouda add great flavor, while mozzarella gives you that extra cheesy stretch.
- Pasta: Slightly undercooking the macaroni keeps it from getting too soft after baking.
- Make ahead: You can prepare the cheese sauce and pasta ahead of time, but I recommend adding the Ritz topping right before baking for the best crunch.
❓ Frequently Asked Questions
Can I use different cheeses?
Absolutely! Use your favorite combination. Just keep the total amount of cheese the same
Why does the mac and cheese look so creamy before baking?
That's exactly what you want! The pasta will absorb some of the sauce as it bakes, leaving you with creamy mac and cheese instead of a dry casserole.
Can I use black pepper instead of white pepper?
Yes! Either works perfectly.
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Made this recipe?
Tag me on Instagram @holleyinthekitchen — I'd love to see it!Recipe from Holley in the Kitchen: https://holleyinthekitchen.com/recipe/creamy-mac-and-cheese-with-buttery-topping

