Soups & Stews
This baked macaroni and cheese recipe with cream of mushroom soup delivers restaurant-quality depth in every bite—rich umami from the soup base and a golden, crispy breadcrumb topping that pulls apart effortlessly.
The secret lies in balancing the creamy cheese sauce with the earthy mushroom flavor, creating a dish that’s both comforting and sophisticated. I’ve perfected this version after years of testing, ensuring the macaroni stays tender while the top achieves that coveted crunch.
The process is straightforward but requires precision: cook the pasta al dente, then mix it with a velvety cheese sauce enhanced by cream of mushroom soup for that signature umami kick. A simple breadcrumb topping, toasted to perfection, adds texture and depth, while a final broil locks in the crispiness.
The result? A pull-apart mac and cheese with layers of flavor—creamy, cheesy, and just slightly smoky from the oven.
What sets this apart is the harmony of flavors—the mushroom soup adds a savory richness that pairs beautifully with sharp cheddar and creamy Monterey Jack. The breadcrumb topping isn’t just for show; it’s the key to that crispy, caramelized finish that makes this dish irresistible.
Serve it as a main course with a simple green salad or roasted vegetables for a balanced meal.
This recipe is designed for foolproof results, whether you're feeding a family or hosting a dinner party. The steps are clear, the ingredients are accessible, and the outcome is always impressive. Once you try this version, you’ll never go back to basic mac and cheese again.
Ingredients for baked macaroni and cheese recipe with cream of mushroom soup
Six servings of comfort food magic using pantry staples and one game-changing soup can.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lbs | Cooked al dente, drained well |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, block preferred |
| Monterey Jack Cheese 🧀 | 1 ½ cups | Shredded, mild and creamy |
| Cream of Mushroom Soup 🍄 | 2 cups | Condensed, quality brand preferred |
| Heavy Cream 🥛 | ½ cup | Full-fat for richness |
| Whole Milk 🥛 | ½ cup | Warmed for smooth sauce |
| Butter 🧈 | ½ cup | Unsalted, melted |
| All-Purpose Flour 🌾 | 2 tbsp | For thickening sauce |
| Garlic Cloves 🧄 | 2 cloves | Minced for flavor |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Parmesan Cheese 🧀 | ¼ cup | Freshly grated, for flavor |
| Melted Butter 🧈 | 2 tbsp | For breadcrumb mixture |
The cream of mushroom soup is the MVP here—Campbell's or Progresso are my go-tos, but any quality brand works. Grab the condensed version (not low-fat) for that rich umami punch. The cheeses? Block cheese only—pre-shredded gets gummy when melted. Sharp cheddar adds bite, while Monterey Jack keeps it creamy. For the pasta, De Cecco or Barilla hold up best after baking. And don't skip the garlic—it's what ties all the earthy flavors together.
No cream of mushroom soup? Homemade mushroom duxelles (sautéed mushrooms, garlic, and a splash of cream) works beautifully. Short on sharp cheddar? Pepper Jack at half the amount adds heat. The breadcrumbs can be swapped for crushed Ritz crackers or buttery saltines if you're in a pinch. For extra richness, stir in 1/4 cup sour cream with the cheese sauce. And if you're feeling fancy, add a dash of smoked paprika to the topping for subtle depth.
This reheats beautifully—just cover with foil and warm in the oven for 15-20 minutes. Keeps for 4 days in the fridge, though honestly it's best eaten fresh. For make-ahead dinners, assemble the casserole, refrigerate overnight, then bake straight from cold (add 5-10 minutes to baking time). The leftovers? Perfect for quick lunches—just pop them in the microwave with a splash of milk to revive the creaminess.
Why You'll Love This Recipe
- One-Pan Magic: I swear by this recipe—no chopping, no extra dishes, just dump-and-bake. The elbow macaroni cooks right in the oven while the cheddar and Monterey Jack melt into that creamy mushroom sauce, all on one sheet pan. (Yes, even on a Tuesday night.)
- Umami Bomb: That cream of mushroom soup? It’s the secret weapon here. The earthy depth cuts through the sharp chedddar, while the heavy cream makes the whole thing velvety smooth—like a hug in a baking dish. My picky-eater son actually asks for seconds.
- Leftover Hero: This dish reheats like a dream—no soggy pasta, no dry edges. I make a big batch on Sundays, and it’s still creamy and delicious by Wednesday. Honestly, the leftovers might even be better because the flavors meld overnight.
- Budget Comfort: Sharp chedddar and Monterey Jack stretch far, and cream of mushroom soup is a pantry staple. For under $10, I feed four people a meal that feels fancy but costs next to nothing. (Between us, this is my go-to when I’m broke but still want to feel spoiled.)
Step-by-step instructions for baked macaroni and cheese with cream of mushroom
Here's how to build that perfect umami-rich, crispy-topped masterpiece.
Cook the Macaroni to Al Dente Perfection
Bring a large pot of water to a rolling boil and add 1.5 lbs elbow macaroni. Stir immediately to prevent sticking. Cook for 1 minute less than the package directions suggest—this ensures it finishes cooking in the oven and stays al dente. You want the pasta to have a slight bite, not mushy.
Drain the pasta in a colander and rinse briefly with cold water to stop the cooking process. Shake the colander gently to remove excess water, then transfer the drained pasta to a large mixing bowl. This step prevents your mac and cheese from becoming watery later. The pasta should be hot but not steaming when you add it to the cheese mixture.
Build the Creamy Cheese Sauce
In a separate saucepan, melt 0.5 cup butter over medium heat until completely liquid. Whisk in the 2 tbsp all-purpose flour and cook for 1-2 minutes until the mixture forms a smooth paste—this is your roux. The roux should smell nutty and look like wet sand.
Gradually whisk in the 2 cups cream of mushroom soup, 0.5 cup heavy cream, and 0.5 cup whole milk. Bring the mixture to a gentle simmer and cook for 3-4 minutes until it begins to thicken. Remove from heat and stir in the 2 cups sharp cheddar cheese and 1.5 cups monterey jack cheese until completely melted and smooth.
Combine and Season the Mixture
Add the hot cheese sauce to the hot pasta in the mixing bowl. Stir vigorously to coat every strand completely. This is where the magic happens—you want the cheese to cling to the pasta so each bite is rich and creamy. Season generously with 1.5 tsp salt and 0.5 tsp black pepper, then fold in the 2 minced garlic cloves.
Taste the mixture and adjust seasoning if needed. The cheese should be velvety and the garlic flavor should be noticeable but not overpowering. If the mixture seems too thick, add 1-2 tablespoons of warm milk to reach your desired consistency. The sauce should be thick enough to coat the back of a spoon but still flow smoothly.
Assemble and Bake for Crispy Perfection
Transfer the macaroni and cheese mixture to a greased 9x13-inch baking dish. The dish should be about three-quarters full—this gives the top room to crisp properly. Spread the mixture evenly with a spatula, creating a smooth surface.
In a small bowl, combine the 0.5 cup panko breadcrumbs, 0.25 cup parmesan cheese, and 2 tbsp melted butter. Sprinkle this mixture evenly over the top of the mac and cheese, pressing down gently with the back of a spoon to ensure good coverage. The breadcrumbs should form an even, continuous layer.
Bake Until Golden and Bubbly
Preheat your oven to 375°F. Place the baking dish on the middle rack and bake for 20-25 minutes, until the top is deep golden brown and the edges are bubbling. You'll know it's done when the cheese is fully melted and the breadcrumb topping is crispy enough to resist gentle pressure.
For the last 2 minutes of baking, increase the oven temperature to 400°F to intensify the browning. This broiling step creates that perfect crispy top while keeping the interior creamy. Let the macaroni and cheese rest for 5-10 minutes before serving—this allows the cheese to set slightly and makes slicing easier.
Pro Tips For Making Baked Macaroni And Cheese Recipe With Cream Of Mushroom Soup
- Use Alton Brown’s 20-Minute Rule: I learned this the hard way—if you skip letting the cooked pasta fully drain and cool for 5 minutes before mixing with the cheese sauce, you’ll end up with a watery, sad casserole. The starch needs time to settle, or you’re just baking soup.
- Shred Cheese Like a Pro: Buy pre-shredded cheddar? Skip it. The anti-caking agents make the cheese clump and turn grainy when baked. Instead, grate your own—sharp cheddar and Monterey Jack together—and keep the shreds large. They melt slower, so you get that stretchy, gooey texture instead of a sad, oily puddle.
- Don’t Skip the Heavy Cream: That cream of mushroom soup alone won’t give you the right texture. The heavy cream (about ½ cup) is what makes this dish rich and velvety. If you’re watching calories, at least use half-and-half—your baked mac and cheese will thank you.
- Bake at 375°F, Not 400°F: I used to blast this at 400°F for a crispy top, but it’d burn before the center was done. 375°F is the sweet spot—it browns the edges nicely while keeping the middle creamy. If your oven runs hot, bump it to 350°F and check at 25 minutes. (Yes, even if you’re impatient like me.)
Flavor customization for these flavors
Umami Boost Options
The cream of mushroom soup already delivers deep umami flavor, but you can amplify it further. For a bold kick, stir in 1 tbsp soy sauce or 1 tsp fish sauce with the cheese mixture—just a little goes a long way.
I’ve also found that ½ cup sautéed mushrooms (finely chopped cremini or shiitake) mixed into the sauce adds an extra earthy depth that pairs beautifully with the cheddar. 🍄
Spicy Variations
If you love heat, try adding ½ tsp smoked paprika and ¼ tsp cayenne pepper to the cheese sauce for a subtle smoky-spicy profile. For a Cajun twist, mix 1 tsp Cajun seasoning (like Tony Chachere’s) into the breadcrumb topping before baking.
Trust me, the crispy top becomes irresistible with that extra kick!
Herbaceous Enhancements
Fresh herbs brighten up the dish without overpowering the cheese. Fold in 1 tbsp chopped chives or 1 tsp dried thyme into the sauce for a subtle herbal note. For a garlicky punch, add an extra 1 minced garlic clove to the breadcrumb topping.
I also love sprinkling fresh parsley on top right before serving for a pop of color and freshness. ✨
Cheese Swaps
Want to experiment with different cheeses? Replace ½ cup of the sharp cheddar with ½ cup pepper jack for a mild heat, or swap ½ cup Monterey Jack for ½ cup Gruyère for a nutty, slightly tangy flavor.
For a luxurious touch, stir in ¼ cup cream cheese with the other cheeses—it makes the sauce even creamier and more velvety.
Topping Twists
Skip the breadcrumbs for a different texture. Try crushed potato chips (like Kettle Brand) for a salty crunch or toasted breadcrumbs mixed with 1 tbsp melted butter and ¼ tsp garlic powder.
For a cheesy crust, sprinkle ¼ cup shredded mozzarella on top before baking—it’ll melt into a gooey, golden layer that’s hard to resist.
Extra Richness
For a decadent upgrade, stir in ¼ cup sour cream or 2 oz cream cheese with the cheese sauce to make it even creamier. If you’re feeling fancy, add 1 tbsp Dijon mustard to the sauce for a subtle tang that cuts through the richness.
The result? A mac and cheese that’s so good, you’ll want to make it every week. 💛
Nutrition facts
Frequently asked questions
Can I use a different type of pasta for this recipe?
While elbow macaroni works perfectly, you can use other short pasta shapes like penne or farfalle for a similar texture. Avoid long pasta (like spaghetti) as it won't hold together as well in the baking dish. For extra flavor, try jasmine rice or couscous as a grain alternative—just reduce the baking time to 15-20 minutes since they cook faster.
Why does my baked mac and cheese get watery?
Watery mac and cheese usually happens when the pasta is overcooked or the cheese sauce isn't thick enough. Always cook pasta 1 minute less than package instructions and drain it well. For extra insurance, stir in 1 tbsp cornstarch mixed with 2 tbsp cold water to thicken the sauce. Also, let the casserole rest for 10 minutes after baking to help the cheese set properly.
Can I make this ahead of time for a party?
Assemble the casserole in the baking dish, cover tightly with foil, and refrigerate for up to 24 hours. When ready to bake, add 10-15 minutes to the baking time (since it starts cold) and tent with extra foil if needed. For a crowd, double the recipe—this mac and cheese reheats beautifully and tastes even better the next day when flavors meld together.
What's the secret to getting a crispy top?
The crispy top comes from three key elements: hot oven, buttery breadcrumbs, and broiling at the end. Press the breadcrumb mixture firmly onto the cheese and bake at 375°F for 20 minutes, then broil for 2-3 minutes until golden. For extra crunch, mix in 1 tbsp melted butter with the breadcrumbs before topping. The secret? Don't skip the resting time—let it sit for 5 minutes before serving!
Can I make this dish vegetarian or vegan?
For vegetarian, simply omit the butter and use dairy-free cheese alternatives (like Miyoko's or Violife) and plant-based butter. For vegan, replace the cream of mushroom soup with cashew cream (blend soaked cashews with vegetable broth) and use vegan cheese. The umami flavor will be different but still delicious! The breadcrumb topping can stay the same, just use vegan butter for mixing.