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This BB King mac and cheese recipe delivers the ultimate comfort food experience—smoky chipotle-infused breadcrumbs cradling a luscious, velvety cheddar sauce.
I perfected this version after years of experimenting with Southern classics, and the result is a dish that balances rich, creamy cheese with just the right amount of heat and crunch.
The secret lies in slow-cooking the cheese sauce to eliminate any graininess, then topping it with a crispy, spiced breadcrumb crust that adds texture and depth.
What sets this mac and cheese apart is the chipotle kick—just enough smokiness to elevate the dish without overpowering the creamy cheddar.
The sauce is made with a blend of sharp cheddar and cream cheese for that signature melt-in-your-mouth consistency, while the breadcrumb topping adds a satisfying crunch that holds up even after baking.
This recipe is designed to impress, whether you're serving it as a weeknight dinner or a showstopper for a gathering.
By the time you pull this dish from the oven, you’ll have a golden, bubbling masterpiece with a crispy exterior and a creamy, cheesy interior that’s impossible to resist. The chipotle-infused breadcrumbs add a subtle heat that lingers, making every bite feel indulgent yet balanced.
It’s the kind of mac and cheese that turns simple comfort food into a standout dish.
Pair it with a crisp green salad or steamed vegetables for a well-rounded meal, or serve it as a hearty side dish for grilled meats. The beauty of this recipe is its versatility—it’s rich enough to satisfy cravings but simple enough to make on a busy weeknight. Let’s get cooking!
Ingredients for bb king mac and cheese
Creamy cheddar sauce meets smoky chipotle crunch—this mac and cheese is pure comfort with a kick.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lb | Medium or elbow shape preferred |
| Sharp Cheddar Cheese 🧀 | 3 cups | Shredded, block preferred |
| Cream Cheese 🧈 | 8 oz | Full-fat, room temperature |
| Whole Milk 🥛 | 2 cups | Warmed for best blend |
| Butter 🧈 | ½ cup | Unsalted, melted |
| All-Purpose Flour 🌾 | ¼ cup | For thickening sauce |
| Chipotle Powder 🌶️ | 1 tbsp | Smoked chipotle preferred |
| Dried Breadcrumbs 🍞 | 1 cup | Panko works best |
| Parmesan Cheese 🧀 | ¼ cup | Freshly grated |
| Garlic Powder 🧄 | ½ tsp | For extra flavor |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground |
| Heavy Cream 🥛 | ½ cup | For extra creaminess |
The cheddar makes all the difference here. Sharp, block-style cheddar melts smoother and tastes richer than pre-shredded—it’s worth the extra minute to grate yourself. I grab mine from Whole Foods when I can, but any good grocery store carries a solid sharp cheddar. For the chipotle powder, Penzeys has the best smoked variety, but the regular grocery store stuff works in a pinch. The breadcrumbs? Panko is non-negotiable—it stays crispy and soaks up all that smoky flavor. Pro tip: Toast them in the oven for 5 minutes before mixing to deepen the flavor.
No sharp cheddar? Monterey Jack or pepper jack will work in a pinch, though the flavor won’t be as bold. Running low on chipotle powder? Smoked paprika at half the amount gives you a similar vibe. For the sauce, if you don’t have heavy cream, half-and-half or extra milk will do—just know it’ll be slightly lighter. The flour is just for thickening, so don’t skip it. If you’re feeling fancy, add a splash of hot sauce or a pinch of cayenne to the sauce for extra heat. And if you’re out of Parmesan, nutritional yeast gives a cheesy umami boost without the dairy.
This mac and cheese tastes even better the next day—honestly, leftovers are the best part. Store it in an airtight container for up to 5 days in the fridge, or freeze portions for 3 months. I like to portion it into individual containers so I can grab and reheat without dealing with a big casserole. For serving, I always add a sprinkle of fresh parsley or green onions right before eating—it brightens up the dish and makes it feel extra special. The breadcrumb topping stays crispy for about 20 minutes after baking, so if you’re serving a crowd, keep it warm in a 200°F oven until ready to serve.
Why You'll Love This Recipe
- Three-Ingredient Magic: The sharp cheddar and cream cheese combo is where this dish shines—no fancy add-ins needed. That rich, tangy bite from the cream cheese cuts through the cheddar’s sharpness, making every forkful ridiculously satisfying.
- Pasta Party Ready: Boil the elbows, toss in the sauce, and serve—no fancy plating required. Honestly, I’ve made this for game days, lazy Sundays, and even as a side for Thanksgiving. It’s the kind of dish that disappears fast, no matter the occasion.
- Budget-Friendly Luxury: Sharp cheddar and cream cheese stretch further than you’d think, and whole milk keeps it creamy without breaking the bank. Between us, this is my go-to when I want comfort food that doesn’t drain my wallet.
- Leftovers That Don’t Suck: The sauce thickens beautifully when reheated, so the next day’s mac and cheese is just as good as the first. I’ll be real: I’ve eaten cold slices straight from the fridge, and it’s still delicious—proof this recipe works hard for me.
Step-by-step instructions for BB King mac and cheese
Here's how to create that perfect blend of smoky chipotle crust and ultra-creamy cheddar goodness.
Cook the Elbow Macaroni to Al Dente Perfection
Bring a large pot of water to a rolling boil and add 1.5 lb elbow macaroni. Stir immediately to prevent sticking. Cook for 1 minute less than the package instructions suggest—you want it al dente when finished. The pasta should have a slight bite to it, not mushy. Drain the pasta in a colander, but don't rinse it. That starchy water is pure gold for our sauce.
While the pasta cooks, melt 0.5 cup butter in a large Dutch oven over medium heat. You'll use this later to create the velvety base, so keep it nearby. I like to have everything prepped before combining—this dish comes together fast once the pasta is done.
Create the Smoky Chipotle Cheese Sauce
In the same Dutch oven with the melted butter, whisk in 0.25 cup all-purpose flour to form a smooth paste. Cook for 1-2 minutes until the mixture turns a light golden color and smells nutty—that's your roux building. This is the foundation of our sauce, so don't rush it.
Gradually whisk in 2 cups whole milk and 0.5 cup heavy cream, adding them slowly to prevent lumps. Stir constantly until the mixture thickens enough to coat the back of a spoon. Then add 3 cups shredded sharp cheddar cheese and 8 oz cream cheese (cut into small cubes for even melting), stirring until completely melted and smooth. The sauce should be luxuriously thick but still pourable.
Remove from heat and stir in 1 tbsp chipotle powder, 0.5 tsp garlic powder, 1.5 tsp salt, and 0.5 tsp black pepper. The chipotle powder will give us that signature BB King smokiness—this is where the magic happens. Taste and adjust seasoning if needed, but it should be perfectly balanced between smoky, cheesy, and slightly spicy.
Combine Pasta and Sauce for Maximum Creaminess
Add the drained elbow macaroni to the cheese sauce and stir gently to coat each piece evenly. The pasta should glide through the sauce like butter. If it's too thick, stir in a splash of warm milk or pasta water until it reaches a creamy consistency. This is your chance to taste and adjust—add more chipotle for heat, more salt for seasoning, or more cheese for richness.
Here's where it gets good: sprinkle 0.25 cup freshly grated parmesan cheese over the top and stir until melted. The parmesan adds a nice sharpness that cuts through the richness of the cheddar and cream cheese. Let the whole thing sit off the heat for 5 minutes—this resting period helps the flavors meld together perfectly.
Create the Crispy Chipotle Breadcrumb Topping
While the mac and cheese rests, preheat your broiler to high. In a small bowl, mix 1 cup dried breadcrumbs with 1 tbsp chipotle powder, 0.5 tsp garlic powder, 0.5 tsp salt, and 0.25 tsp black pepper. This topping is what makes this recipe special—it adds that perfect crunchy contrast to the creamy base.
Spread the breadcrumb mixture evenly over the top of the mac and cheese. For extra crispiness, I like to press it down gently with the back of a spoon. Then pop it under the broiler for 3-5 minutes, watching closely—you want it to turn a deep golden brown, not burn. The edges should be crispy while the center stays soft and creamy underneath.
Rest and Serve for Perfect Texture
Let the mac and cheese rest for 5-10 minutes before serving. This resting period is crucial—it allows the sauce to fully set and the flavors to develop. The breadcrumb topping will stay crispy while the pasta underneath remains perfectly creamy. If you serve it immediately, you'll get a bit of a sauce spill, but the flavors will still be amazing.
Serve in deep bowls with a side of steamed broccoli or a simple green salad. The contrast of the crispy topping with the velvety cheese sauce is what makes this BB King mac and cheese so special. Each bite delivers that perfect combination of smoky, cheesy, creamy, and crispy all in one forkful—trust me, your taste buds will thank you.
Pro Tips For Making Bb King Mac And Cheese
- Boil pasta al dente: Elbow macaroni needs to be firm—like a toothpick test, not a fork test. I learned this the hard way: mushy pasta ruins the texture. Drain it 1-2 minutes early and finish cooking in the cheese sauce; it’ll soak up flavor without falling apart.
- Grate cheese fresh: Pre-shredded cheddar has anti-caking agents that make the sauce grainy. Grab a box of sharp cheddar and grate it yourself—it melts smoother and tastes richer. (Yes, even if you’re impatient like me, this makes a real difference.)
- Melt butter slowly: Skip the high heat—melt the butter over medium-low while stirring. I used to rush it, and the sauce would split or taste buttery instead of creamy. Let it bubble gently, or the cream cheese will seize up.
- Add milk in stages: Pour in the whole milk slowly, a splash at a time, while stirring constantly. The sauce will thicken unevenly otherwise—lumpy in spots, runny in others. (Your future self will thank you for the patience.)
Storing and reheating your bb king mac and cheese
Refrigerator Storage
Let your BB King mac and cheese cool completely before storing—about 1.5-2 hours at room temperature. Transfer to an airtight glass container (I love Pyrex with snap-on lids) and refrigerate for up to 5 days. The flavors actually deepen overnight as the cheeses meld together beautifully. 💫
Freezer-Friendly Tips
For long-term storage, portion into quart-sized freezer bags (squeeze out excess air to prevent freezer burn). This mac and cheese freezes beautifully for up to 3 months—perfect for meal prep! Thaw overnight in the fridge before reheating. I always label portions with dates to track freshness.
Oven Reheating Method
My preferred way to revive this dish is in the oven. Preheat to 350°F, transfer to an oven-safe dish, cover loosely with foil, and bake for 20-25 minutes.
The heat reactivates the breadcrumb topping, giving you that perfect crispy-cheesy texture. Add a splash of milk if it looks dry.
Stovetop Revival
For quick reheating, use a heavy-bottomed pot on medium-low heat. Add 2-3 tablespoons of milk or water to prevent sticking, stirring constantly until fully heated through (165°F internal temperature). The stovetop method works best for single servings—just watch closely to avoid scorching the breadcrumbs.
Microwave Shortcut
When you're in a rush, microwave individual portions in a microwave-safe bowl covered with a damp paper towel. Heat on 70% power for 2-3 minutes, stir, then continue in 30-second intervals until hot. Add a splash of milk if it separates during reheating—this keeps the sauce velvety smooth.
Broiler Crisp Finish
For that restaurant-quality finish, transfer reheated mac and cheese to a broiler-safe dish and broil for 2-3 minutes under high heat. This reactivates the breadcrumb topping, giving you that perfect golden crunch. Just keep a close eye to avoid burning! 🔥
Nutrition facts
Frequently asked questions
Why does this recipe use both sharp cheddar and cream cheese?
Sharp cheddar delivers that classic tangy flavor we love in mac and cheese, while cream cheese adds ultra-creamy richness that prevents separation. The combination creates a velvety sauce that coats every noodle perfectly—no grainy texture here! The cream cheese also helps balance the smoky chipotle notes.
Can I make this mac and cheese without a broiler?
If you don't have a broiler, bake the breadcrumb topping in a 425°F oven for 8-10 minutes instead. Just watch closely after 5 minutes to prevent burning. For extra crispiness, sprinkle a little more breadcrumbs on top halfway through baking.
What's the secret to getting that perfect crispy topping?
The key is using Panko breadcrumbs (they stay crispy longer) and toasting them with the chipotle powder before adding to the top. Press them down gently with a spoon before broiling—this creates better contact for maximum crispiness. Pro tip: Don't overcrowd the pan while broiling to allow proper browning.
Can I add other ingredients like bacon or jalapeños?
Cook 4 oz bacon until crispy and crumble it into the sauce for smoky depth. For heat, add 1-2 diced jalapeños> (seeds removed for mild heat) when combining the pasta and sauce. Just remember these additions will change the texture slightly—bacon adds moisture while jalapeños may make the sauce thinner.
How do I fix lumpy cheese sauce?
If your sauce gets lumpy, immediately remove it from heat and whisk vigorously while adding 1-2 tablespoons of warm milk or pasta water.> The extra liquid helps dissolve the lumps. For prevention, always cut cream cheese into small cubes before adding and keep stirring over low heat until fully melted. Never let the sauce boil once cheese is added!