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 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 ‘al 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.

  • 4

    Stir in cream cheese, whisking until cheese has melted into the sauce.

  • 5

    Add shredded cheeses. Stir until well incorporated, and cheese is melted. Season with onion powder and salt as needed.

  • 6

    Add pasta to cheese sauce, tossing until pasta is well covered. Pour into a casserole dish or into individual ramekins.

  • 7

    In a frying pan, melt the remaining 8 tablespoons of butter. Once melted, stir in Panko until butter is absorbed to create topping.

  • 8

    Sprinkle Butter Crunch Topping over the top of Mac and Cheese. Place into oven and bake for 20 minutes, or until topping is browned, and sauce is bubbly.

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