Side Dishes

Classic Mac & Cheese with Butter Crunch Topping




  • 1 pound medium size elbow macaroni or shells
  • 12 tablespoons Challenge Butter, divided
  • 3 tablespoons flour
  • 5 cups whole milk, or evaporated milk
  • 8 ounces Challenge Cream Cheese
  • 2 cups grated sharp cheddar cheese
  • 2 cups shredded Colby Jack cheese
  • 2 teaspoon onion powder
  • 1 teaspoon salt, or to taste
  • 1 cup Panko bread crumbs


  • 1
    Preheat oven to 400 degrees.
  • 2
    Cook pasta until “el dente,” or firm, about 2 minutes less as directed on package and drain. It is important not to fully cook pasta, as it will continue to cook in the oven.
  • 3
    In a large pan, melt 4 tablespoons of butter over medium heat. Whisk in flour, stirring until bubbly and fragrant, about 2-3 minutes.
  • 4
    Whisk in milk, stirring until thickened.
  • 5
    Stir in cream cheese, whisking until cheese has melted into the sauce.
  • 6
    Add shredded cheeses. Stir until well incorporated, and cheese is melted. Season with onion powder and salt as needed.
  • 7
    Add pasta to cheese sauce, tossing until pasta is well covered. Pour into a casserole dish or into individual ramekins.
  • 8
    In a frying pan, melt the remaining 8 tablespoons of butter. Once melted, stir in Panko until butter is absorbed to create topping.
  • 9
    Sprinkle Butter Crunch Topping over the top of Mac & Cheese. Place into oven and bake for 20 minutes, or until topping is browned, and sauce is bubbly.