Soups & Stews
This baked macaroni and cheese recipe with cream of mushroom soup delivers restaurant-quality depth with every forkful—where a crispy golden top meets a velvety, umami-rich base. The secret lies in blending creamy mushroom soup into the cheese sauce, adding earthy complexity that transforms ordinary mac and cheese into something extraordinary.
I developed this version after years of testing, and it never fails to impress, even with picky eaters.
The process is straightforward but precise: cook the pasta al dente, then mix it with a rich cheese sauce enhanced by cream of mushroom soup for that signature savory depth. The sauce gets thickened just enough to coat every noodle perfectly, while the breadcrumb topping creates that coveted crispy crust.
Baking at the right temperature ensures the top browns beautifully without burning, and the center stays creamy.
What you’ll end up with is a dish that’s elegant enough for company but simple enough for weeknights—golden, bubbling, and impossible to resist. The mushroom soup adds a subtle earthiness that balances the richness of the cheese, while the crispy topping adds satisfying texture.
This isn’t your childhood mac and cheese; it’s a refined, flavorful masterpiece that feels like a hug in dish form.
The best part? It’s foolproof once you master the sauce consistency and baking time. Serve with a simple green salad or steamed vegetables for a complete meal. Let’s get started—your taste buds will thank you.
Ingredients for baked macaroni and cheese recipe with cream of mushroom soup
Six ingredients transform ordinary mac and cheese into restaurant-worthy umami magic.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Cooked al dente, drained |
| Sharp Cheddar Cheese 🧀 | 3 cups | Shredded, block preferred |
| Cream of Mushroom Soup 🍄 | 2 cups | Condensed, not low-fat |
| Whole Milk 🥛 | 1 ½ cups | Full-fat for creaminess |
| Unsalted Butter 🧈 | 4 tbsp | Melted, salted added later |
| All-Purpose Flour 🌾 | 2 tbsp | For thickening sauce |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Parmesan Cheese 🧀 | ¼ cup | Freshly grated, for topping |
| Garlic Powder 🧄 | 1 tsp | Enhances umami flavor |
| Ground Black Pepper 🌶️ | ½ tsp | Freshly cracked preferred |
| Diamond Crystal Kosher Salt 🧂 | 1 ½ tsp | Divided for seasoning |
| Extra-Virgin Olive Oil 🫒 | 1 tbsp | For greasing baking dish |
The cheddar is non-negotiable here—sharp, block-style melts best and gives that signature tang. I grab mine from Whole Foods or the deli counter at Kroger because pre-shredded gets clumpy. The cream of mushroom soup? Campbell's Condensed is my go-to—it's the only one that doesn't taste suspiciously canned. For the pasta, elbow macaroni holds its shape better than shells, and cooking it al dente is crucial. Undercooked noodles get mushy when baked, overcooked ones turn to paste. Trust me on this one: 12 ounces dry pasta for six servings is perfect.
No sharp cheddar? Monterey Jack melts smoother if you're in a pinch, but the flavor won't be as bold. Running out of mushroom soup? Mushroom powder mixed with milk works in a bind (use 1 tsp powder + 1 cup milk per 2 cups needed). For the breadcrumb topping, Panko plus Parmesan gives that perfect crispy texture—don't skip the Parm. The olive oil is just for greasing, but if you're feeling fancy, toss the breadcrumbs in a little melted butter before topping. And yes, you can use whole wheat panko if you're watching carbs, but it won't be quite as crispy.
This dish tastes even better the next day—honestly, the flavors meld overnight. Store leftovers covered in the fridge for 4-5 days or freeze portions for 3 months. I always make a double batch because it disappears fast. The baking dish? 9x13-inch glass is ideal—it conducts heat evenly and shows off that golden crust. If you're short on time, assemble it ahead and refrigerate overnight before baking—just add 5 minutes to the baking time.
Why You'll Love This Recipe
- Five-Ingredient Magic: I swear by this combo—just pasta, cheddar, that creamy mushroom soup, milk, and butter. Honestly, the soup does all the flavor work for you, so you’re not stuck grating cheese for hours or hunting down fancy spices.
- Umami Bomb: That mushroom soup isn’t just filling—it’s flavor-packed. The rich, earthy notes cut through the sharp cheddar, making every bite deeper than your average mac and cheese. (Yes, even on a Tuesday night.)
- Leftovers That Don’t Suck: This bakes into a casserole that reheats like a dream—no soggy corners, no sad texture. I make a double batch on Sundays, and by Wednesday, I’m still grabbing seconds. (My kids call it “the good stuff.”)
- Budget Comfort Food: Sharp cheddar and elbow mac are already pantry staples, and cream of mushroom soup? A dollar can. This is the kind of dish that stretches a grocery budget without feeling like a sacrifice—just pure, creamy satisfaction.
Step-by-step instructions for creamy baked mac and cheese
This method delivers that perfect balance of creamy, cheesy goodness with a crispy golden top every time.
Cook the Elbow Macaroni Al Dente
Bring a large pot of water to a rolling boil and add 1 teaspoon of the 1.5 teaspoons of Diamond Crystal Kosher Salt. Add the 12 oz elbow macaroni and cook until 1 minute before the package instructions call for al dente. This slight undercooking prevents mushiness when baked later.
Drain the pasta in a colander and rinse briefly under cold water to stop the cooking process. Shake off any excess water—you want the pasta to be moist but not dripping. The residual starch helps create that luscious, velvety texture we're after. Transfer the drained pasta to a large mixing bowl.
Make the Creamy Cheese Sauce
In a medium saucepan, melt the 4 tbsp unsalted butter over medium heat. Whisk in the 2 tbsp all-purpose flour and cook for 1-2 minutes until the mixture forms a smooth paste and smells nutty—this is your roux. Don't let it brown or it'll taste bitter.
Gradually whisk in the 2 cups cream of mushroom soup and 1.5 cups whole milk, stirring constantly to prevent lumps from forming. Bring the mixture to a gentle simmer, then reduce heat to low and let it cook for 5-7 minutes until it thickens enough to coat the back of a spoon. Remove from heat and stir in the 3 cups sharp cheddar cheese until fully melted and smooth.
Combine Pasta and Sauce
Add the melted cheese sauce to the cooked pasta in the mixing bowl and stir until everything is evenly coated. The mixture should look thick and glossy—if it seems too stiff, add 1-2 tablespoons of the pasta water to loosen it. Stir in the 1 tsp garlic powder, 0.5 tsp ground black pepper, and the remaining 0.5 teaspoons of Diamond Crystal Kosher Salt.
Here's the thing—don't skip tasting at this stage. The sauce should be rich, cheesy, and just slightly tangy from the cream of mushroom soup. If it needs more salt, add it now. If it needs more pepper, add it now. This is your chance to adjust before baking.
Assemble and Bake for the Perfect Texture
Preheat your oven to 375°F. Lightly grease a 9x13-inch baking dish with 1 tbsp extra-virgin olive oil. Spread the macaroni and cheese mixture evenly into the prepared dish, mounding it slightly in the center. The edges should be about ½ inch thick for even baking.
In a small bowl, mix together the 0.5 cup panko breadcrumbs and 0.25 cup parmesan cheese. Sprinkle this mixture evenly over the top of the macaroni and cheese, pressing down gently with the back of a spoon. This creates that coveted crispy crust we're after. Bake uncovered for 20-25 minutes until the top is deep golden brown and the edges are bubbling.
Rest and Serve
Remove the baking dish from the oven and let it rest for 5-10 minutes before serving. This resting period allows the cheese to set slightly, making it easier to slice and preventing a runny mess. The top will be crispy and golden, while the inside remains creamy and rich.
Cut into squares and serve immediately. The contrast of the crispy top against the velvety cheese sauce is what makes this dish so special. If you're feeling fancy, garnish with extra black pepper or a sprinkle of fresh parsley. Enjoy while warm—this mac and cheese doesn't reheat as well as it serves fresh from the oven.
Pro Tips For Making Baked Macaroni And Cheese Recipe With Cream Of Mushroom Soup
- STOP BOILING OVER: I learned this the hard way—when you add the pasta to the pot, the water will surge. Use a big enough pot so it doesn’t bubble onto your stovetop, or you’ll be mopping up soup instead of making it. Trust me, your future self will appreciate the dry countertop.
- GRATE THAT CHEESE FINE: Sharp cheddar loses its edge when it melts if it’s not cut small enough. Use the large holes of a box grater—no food processor, no pre-shredded stuff—and pulse the cheese in short bursts. You want it to melt smoothly, not turn into a greasy glop.
- DON’T SKIP THE BUTTER LAYER: Spread a thin, even layer of melted butter on the bottom of your baking dish before adding anything else. This isn’t just for flavor—it creates a barrier so the cheese sauce doesn’t stick and turn into a sad, rubbery mess when you try to scrape it out. Yes, even if you’re impatient like me.
- BAKE IT UNTIL IT’S GOLDEN, NOT JUST MELTED: The moment you pull it out of the oven should be when the top is deep golden, not just bubbly. If it’s still pale, pop it back in for another 2-3 minutes—no peeking! The color tells you the cheese is fully emulsified, not just gooey. Overlooking this means a dish that looks underdone, no matter how long you bake it.
Storing and reheating your baked macaroni and cheese recipe with cream of mushroom soup
Refrigerator Storage
Let your baked macaroni and cheese cool completely before transferring to an airtight container—I use glass Pyrex with a tight-sealing lid. Store in the refrigerator for up to 4 days, but honestly?
It's even better the next day when all those flavors meld together. The crispy top stays intact if you press plastic wrap directly on the surface before sealing. 🧀
Freezer Prep Tips
For long-term storage, portion into quart-sized freezer bags (leave 1-inch headspace) or glass containers with lids. Freeze for up to 3 months, but I recommend eating within 2 months for peak texture.
The breadcrumb topping might soften slightly after thawing, so you can always toast it under the broiler for 2-3 minutes before serving. ❄️
Stovetop Reheating
My preferred method is stovetop because it revives that creamy texture perfectly. Transfer a portion to a skillet over medium-low heat, cover with a lid, and warm for 8-10 minutes, stirring occasionally.
Add 1-2 tablespoons of milk or water if it looks dry. The crispy top will soften, but the inside stays rich and smooth. 🔥
Oven Refresh Method
For a crispier reheat, cover the baked mac and cheese with foil and warm in a 350°F oven for 15-20 minutes. Remove the foil for the last 2-3 minutes to crisp up the top again.
This works best for leftovers that were stored in the baking dish. Just watch closely—it can go from perfect to burnt in seconds! 🌡️
Microwave Shortcut
When you're in a rush, use the microwave on 50% power for 1-2 minutes, stirring halfway. Cover with a damp paper towel to prevent drying.
For extra richness, add a splash of milk or cream of mushroom soup after reheating. It won't be as crispy, but it's still delicious. ⏰
Serving Seconds
This dish reheats beautifully, making it perfect for meal prep. I often make a double batch because it disappears fast—especially with kids or hungry roommates. The flavors actually improve after reheating, so don't hesitate to save leftovers for another day.
Just remember: the crispy topping is best enjoyed fresh from the oven! 💫
Nutrition facts
Frequently asked questions
Why does cream of mushroom soup make this mac and cheese taste different?
The mushroom soup adds a subtle, earthy umami depth that balances the richness of the cheese. Instead of just creamy, you get that savory complexity that makes every bite more satisfying. It's like adding a secret ingredient that transforms ordinary mac and cheese into something special.
Can I use low-fat cream of mushroom soup?
Not ideal—low-fat versions lack the richness needed for that velvety texture. The fat in full-fat soup helps create a smoother sauce and better browning on top. If you must use low-fat, add 1-2 tablespoons of milk or butter to compensate for the missing fat content.
How do I fix a runny mac and cheese after baking?
If it's too loose, return it to the oven for 5-10 minutes at 375°F to thicken. For a quick fix, stir in 1 tablespoon of cornstarch mixed with 1 tablespoon of cold water and bake until set. The breadcrumb topping should also help absorb excess moisture next time!
What's the best way to make this dish ahead of time?
Assemble the dish completely (including topping) and refrigerate overnight. Bake straight from the fridge, adding 5-10 minutes to the baking time. The flavors meld beautifully, and the cold start helps create an extra crispy top. Just don't skip the rest time after baking!
Can I substitute the panko topping with something else?
Yes! Try crushed Ritz crackers for a buttery flavor, or crushed potato chips for extra crunch. For a cheesy topping, mix grated Parmesan with melted butter instead. Just press down firmly to create that crispy texture we all love.