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Rich, Creamy 3 Cheese Macaroni and Cheese with Garlic Breadcrumbs

3 Cheese Macaroni and Cheese - pasta with rich, creamy cheese sauce made with 3 types of cheese, topped with crunchy garlic breadcrumbs! The perfect side dish for Thanksgiving is here.

Are you ready for Thanksgiving?! I am so ready to do absolutely nothing; relax, eat, and watch movies is all that's on the agenda.

And what better way to curl up and relax than with a big bowl of macaroni and cheese? You may have your turkey, mashed potatoes, and stuffing figured out, but if you're in need of another side dish, look no further than this mac and cheese.

This dish is perfect for Thanksgiving; rich, creamy, and easy! And who can resist carbs and cheese?

I hope you take Thanksgiving not only as a time to eat and relax, but also to spend time with the people closest to you, whether that be friends or family, because time spent with people you love can't be beat.

3 Cheese Macaroni and Cheese with Garlic Breadcrumbs


For the pasta -

6 ounces elbow pasta

2 tablespoons unsalted butter

2 tablespoons flour

1-3/4 cups whole milk (or 2% milk with a splash of heavy cream)

1 cup mild cheddar cheese, shredded

¼ cup Parmesan cheese

¼ cup Mozzarella cheese

½ teaspoon kosher salt

½ teaspoon freshly ground black pepper

For the breadcrumbs –

1 tablespoon unsalted butter, melted

¼ cup Panko breadcrumbs

1/8 teaspoon garlic powder (optional)

¼ teaspoon dried parsley


  1. Preheat oven to 425 degrees. Boil pasta in salted water until 1 minute shy of al dente, about 7 minutes. Drain and set aside.

  2. To make the cheese sauce – melt the butter in a large sauté pan over medium heat. Add the flour, and whisk together; cook for 1-2 minutes, or until the paste is lightly golden.

  3. Slowly whisk in the milk. Simmer over medium heat, whisking frequently, until the sauce starts to bubble. Lower the heat to medium-low, and slowly add in the cheese, whisking while you’re mixing.

  4. Stir in the salt and pepper.

  5. Pour the sauce over the pasta, and transfer to an 8x8’ baking dish. Set aside.

  6. To make the breadcrumbs – mix together the melted butter, breadcrumbs, garlic powder, and parsley until everything is evenly mixed.

  7. Sprinkle the breadcrumbs on top of the macaroni and cheese. Bake in the preheated oven until the breadcrumbs are lightly golden brown, about 10 minutes.

  8. Let cool for 5 minutes, and serve.



  1. You can omit the Parmesan and Mozzarella, and instead add ½ more cup cheddar cheese for a more classic macaroni and cheese. Use sharp cheddar if you want more of a kick!

  2. Omit the garlic powder for basic buttered breadcrumbs; these will add a nice crunch without any of the garlic flavor.

  3. If you want an even RICHER cheese sauce, add an ounce or two of cream cheese; it adds even more richness and a little bit of tang to the sauce.

Watch the full how-to video here:

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