Soups & Stews
This baked mac and cheese recipe with cream of mushroom soup delivers restaurant-quality depth in every bite—umami-rich, velvety, and perfectly golden.
I developed this version after years of testing, and the secret lies in that cream of mushroom soup base, which adds earthy complexity without overpowering the cheddar. Nana Mae always swore by a good roux, and this method keeps her tradition while modernizing the classic.
The beauty of this recipe is its simplicity: one pan, minimal prep, and a foolproof technique that works every time. You'll start with elbow macaroni cooked just shy of al dente, then build layers of melted cheddar and American cheese mixed with that creamy mushroom base.
The result? A sauce so rich it clings to every noodle, with a crispy breadcrumb topping that adds texture contrast.
What you'll end up with is a bubbling, golden-brown casserole that smells like comfort food heaven. The mushroom soup adds a subtle earthiness that pairs perfectly with sharp cheddar, while the breadcrumb topping creates that coveted crispy top layer.
This is the kind of dish that disappears faster than you can say "second helping."
Perfect for feeding a crowd or meal prepping for the week, this mac and cheese scales beautifully. The recipe delivers on both flavor and convenience—no fancy equipment needed, just a 350°F oven and about 25 minutes of hands-off baking time. Let's get started on this cheesy masterpiece!
Ingredients for baked mac and cheese recipe with cream of mushroom soup
Sixteen ingredients for a restaurant-quality casserole that delivers umami depth and velvety texture in every bite.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lbs | Cooked al dente, drained |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, aged 6+ months |
| American Cheese Slices 🧀 | 12 oz | Shredded, mild variety |
| Cream of Mushroom Soup 🍄 | 2 cups | Condensed, Campbell's preferred |
| Heavy Cream 🥛 | ½ cup | Full-fat for richness |
| Unsalted Butter 🧈 | ½ cup | Melted, unsalted preferred |
| Panko Breadcrumbs 🍞 | ½ cup | Japanese-style for crispiness |
| Dried Parsley Flakes 🌿 | 1 tbsp | For garnish |
| Garlic Powder 🧄 | ½ tsp | For seasoning |
| Diamond Crystal Kosher Salt 🧂 | ½ tsp | For seasoning |
| Black Pepper 🌶️ | ¼ tsp | Freshly ground preferred |
| Milk 🥛 | ¼ cup | Whole milk for creaminess |
The cheddar selection is critical—aged 6+ months delivers that sharp, complex flavor. Kraft Natural Sharp Cheddar or Cabot are my go-tos, but any aged variety works. For the mushroom soup, Campbell's Condensed Cream of Mushroom is the gold standard, though homemade mushroom velouté elevates it further. The heavy cream and butter create the signature velvety texture, so never substitute low-fat. Panko breadcrumbs are essential for that coveted crispy topping—Trader Joe's or Japanese-style from bulk bins are ideal.
No sharp cheddar? Pepper Jack or Gouda add different but complementary depth. Substituting cream of mushroom soup? Homemade velouté with mushrooms, shallots, and thyme works beautifully. Short on panko? Toasted breadcrumbs with a pinch of garlic powder replicate the texture. The milk can be omitted if you prefer a thicker sauce, but it adds that signature creaminess. For extra umami, add 1 tsp fish sauce or soy sauce to the sauce mixture—trust me on this.
Assemble the casserole in a 9x13-inch baking dish, cover with foil, and bake at 350°F for 20 minutes before adding the breadcrumb topping. The breadcrumbs crisp best when baked uncovered for the final 5 minutes. Leftovers reheat beautifully—cover with foil and warm at 350°F for 10-15 minutes. For meal prep, portion into 8x8-inch dishes and freeze for up to 3 months. The flavor actually improves overnight as the cheeses meld.
Why You'll Love This Recipe
- Five-Ingredient Magic: I swear, this is the kind of recipe that makes me feel like a genius—just pasta, cheddar, American slices, mushroom soup, and a splash of cream. The soup does all the heavy lifting, so you’re not standing over a stove stirring for 20 minutes.
- Umami Bomb: That cream of mushroom soup? It’s the secret weapon. The rich, earthy depth cuts through the sharp cheddar while the American cheese adds that melty, stretchy goodness. Honestly, I’ve made mac and cheese without it—don’t.
- Weeknight & Game Day: Between us, this is my go-to for lazy Sundays and when the football’s on. The same creamy, cheesy casserole works for a quick family dinner or a crowd-pleasing side dish. Just adjust the baking time—no judgment if you eat it straight from the pan.
- Leftovers That Don’t Suck: Most baked mac and cheese turns into a sad, dry brick the next day. Not this one. The heavy cream keeps it luscious, and I’ve reheated slices straight from the fridge without a single complaint. (Yes, even from my picky teenager.) Plus, it’s cheap enough to make twice if you’re really craving it.
Step-by-step instructions for baked mac and cheese with cream of mushroom
Here's how to create a rich, umami-infused mac and cheese with perfect texture and crispy topping.
Cook the Elbow Macaroni Al Dente
Bring a large pot of salted water to a rolling boil—it should taste like the sea. Add the 1.5 lbs elbow macaroni and cook for 1 minute less than the package instructions specify for al dente. This ensures the pasta remains firm enough to hold its shape during baking while still being tender.
Drain the pasta in a colander and rinse briefly with cool water to stop the cooking process. Shake off any excess water and transfer the pasta to a large mixing bowl. The residual starch on the pasta will help create a thicker, creamier sauce later in the process. I like to work quickly at this stage to prevent the pasta from drying out.
Prepare the Cheese Sauce Base
In the same pot you used for cooking the pasta, melt the 0.5 cup unsalted butter over medium heat. Once fully melted, reduce the heat to low and whisk in the 2 cups cream of mushroom soup and 0.5 cup heavy cream. Let the mixture simmer gently for 2-3 minutes until it begins to thicken slightly.
Remove the pot from heat and stir in the 2 cups sharp cheddar cheese and 12 oz shredded American cheese slices until completely melted and smooth. The sharp cheddar provides that signature tangy depth, while the American cheese adds a mild, creamy richness. If the mixture looks too thick, whisk in 1-2 tablespoons of the reserved pasta water to achieve a pourable consistency.
Combine Pasta and Sauce
Pour the cheese sauce over the drained elbow macaroni in the mixing bowl. Using a rubber spatula, gently fold the pasta and sauce together until every strand is fully coated and the mixture reaches a creamy, velvety texture. This step is crucial for ensuring even distribution of the sauce and preventing any dry spots in your final dish.
Season the mixture with 0.5 tsp garlic powder, 0.5 tsp Diamond Crystal kosher salt, and 0.25 tsp black pepper. Taste and adjust seasoning if needed—this is where you can fine-tune the balance between the umami from the mushroom soup and the sharpness of the cheddar. The sauce should be rich, flavorful, and perfectly seasoned before moving to the next step.
Assemble and Bake for Crispy Topping
Preheat your oven to 375°F and grease a 9x13-inch baking dish with butter or nonstick spray. Transfer the pasta mixture to the prepared baking dish and spread it out evenly. The goal is to create a uniform layer that will bake through completely without any pockets of undercooked pasta.
In a small bowl, combine the 0.5 cup panko breadcrumbs, 1 tbsp dried parsley flakes, and 0.25 cup milk until the breadcrumbs are evenly moistened. Sprinkle this mixture evenly over the top of the mac and cheese, pressing down gently to ensure good contact with the surface. Bake for 20-25 minutes until the top is 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 sauce to set slightly, making it easier to slice and serve without losing its shape. The internal temperature should reach 165°F at this point, ensuring the pasta is fully cooked through.
Garnish with additional dried parsley flakes if desired and serve immediately with a side of steamed vegetables or a simple green salad. Each bite should deliver a perfect balance of creamy, cheesy goodness with a satisfying crispy topping that contrasts beautifully with the rich interior. The umami depth from the mushroom soup elevates this classic dish to new heights.
Pro Tips For Making Baked Mac And Cheese Recipe With Cream Of Mushroom Soup
- Pre-Cook Pasta Al Dente: Boil elbow macaroni for one minute less than the package says—it’ll finish cooking in the oven. I learned this the hard way after serving mushy mac that turned to glue under the cheese. Drain well and rinse with cold water to stop cooking; this keeps the texture firm and prevents a soggy final dish.
- Shred Cheese Like a Pro: Skip the food processor for sharp cheddar—it turns into cheese paste. Use a box grater or pulse in short bursts, then finish by hand for jagged edges that melt better. American cheese slices? Tear them into irregular chunks—they’ll stretch and create pockets of gooey goodness instead of clumping.
- Mix in the Soup Last: Add the cream of mushroom soup after the pasta, cheese, and heavy cream are already combined. Stirring it in early makes the sauce watery and weakens the mushroom flavor. Fold it in gently at the end—this keeps the sauce rich and the texture velvety, not thin.
- Bake Covered, Then Unleash the Crust: Cover the casserole with foil and bake at 350°F (175°C) for 20 minutes first—this ensures even cooking. Then, remove the foil and crank the oven to 425°F (220°C) for the last 10–15 minutes. The high heat gives you that golden, crispy top without burning the edges. (Yes, even if you’re impatient like me.)
Common mistakes when making this recipe
Overcooking the Pasta
I can't tell you how many times I've seen well-meaning cooks follow the package instructions to the letter and end up with mushy, sad mac and cheese. The key is cooking the elbow macaroni 1 minute less than al dente—aim for a firm bite that still holds its shape.
Overcooked pasta turns to mush in the oven, creating a watery, unappetizing texture. 🍝
Skipping the Pasta Water
That starchy pasta water isn't just for rinsing—it's your secret weapon for a creamy sauce. When combining the pasta with the cheese mixture, reserve ¼ cup of that starchy water.
If your sauce looks too thick, whisk in 1-2 tablespoons to loosen it up. I've learned this the hard way—dry pasta equals dry mac and cheese.
Uneven Cheese Melting
Don't just dump all the cheese in at once! Melt half the cheddar first to create a smooth base, then whisk in the remaining cheese gradually. This prevents clumping and ensures every bite has that perfect cheesy texture.
I also recommend using a double boiler if your stove is too hot—cheese burns faster than you think. 🧀
Baking Without Cover
Here's a rookie mistake: baking uncovered from the start. Cover your casserole with foil for the first 20 minutes of baking to trap steam and help the cheese melt evenly.
Only remove the foil for the final 5 minutes to get that golden-brown crust. I learned this from Nana Mae's old diner cookbook—trust me, it makes all the difference.
Overmixing the Topping
The breadcrumb topping needs to stay dry enough to crisp up properly. When mixing your panko, parsley, and milk, just moisten it enough to hold together—don't make it soggy.
Press it gently onto the surface rather than packing it down. Overmixing creates a gummy topping instead of the crispy crust you want. 🍞
Ignoring the Rest Time
This is where many home cooks rush the process. Let your mac and cheese rest for 5-10 minutes before serving—this crucial step lets the sauce set slightly so it doesn't slide out of your dish.
I've seen too many sad, runny mac and cheese servings because someone couldn't wait those extra minutes. Patience pays off with perfect slices every time!
Nutrition facts
Frequently asked questions
Can I use a different type of cream soup instead of mushroom?
Yes, but the flavor will change significantly. For a similar umami depth, try cream of celery or onion soup. For a milder option, cream of chicken works well. Avoid cream of potato—it adds a starchy texture that doesn't complement the cheesy richness. If substituting, reduce the milk by 2 tablespoons to maintain the proper sauce consistency.
How can I make this recipe vegetarian?
Easy! Replace the American cheese with 1 cup vegan cheddar and use 1 cup cashew cream (soaked cashews blended with water) instead of heavy cream. For extra richness, add 2 tablespoons nutritional yeast to the sauce mixture. The texture will be slightly different but still delicious—just make sure your vegan cheese melts properly.
What's the best way to reheat leftovers?
Cover with foil and warm at 350°F for 10-15 minutes until bubbly. For extra crispiness, broil for 1-2 minutes at the end. Microwaving works in a pinch (30-45 seconds), but it makes the topping soggy. The key is low-and-slow reheating to prevent the cheese from separating or the pasta from drying out.
Can I add cooked meat to this recipe?
Brown 1 lb ground beef or Italian sausage first, then drain the fat. Mix it into the pasta before baking. For extra flavor, season the meat with 1 tsp smoked paprika and ½ tsp cayenne. If using chicken, cook it separately and add at the end to avoid overcooking. Just be mindful of moisture—drained meat won't affect the sauce consistency.
Why did my mac and cheese turn out dry?
Most likely, you either overcooked the pasta or didn't use enough liquid. The starchy pasta water is crucial—always reserve ¼ cup and add it to the sauce if needed. For future batches, try adding 2 tablespoons milk or cream to the mixture if it looks too thick. Another trick: cover with foil while baking to trap moisture.