Just when you thought mac and cheese couldn’t get better, Goodles enters the scene. This recipe transforms that familiar boxed pasta into a truly elevated dish. It delivers the comfort you crave with a noticeably improved texture and flavor.
Why This Recipe Works
- Uses the unique Goodles pasta shape, which holds sauce exceptionally well.
- Combines sharp cheddar for flavor with mild cheeses for a smooth, non-greasy melt.
- Builds the sauce with a roux base, ensuring it clings to every noodle without becoming watery.
- Finishes under the broiler for a perfectly crisp, golden-brown topping.
Ingredients
- 1 (5.5 oz) box Goodles Mac & Cheese (use the cheese powder packet)
- 8 oz sharp cheddar cheese, shredded (about 2 cups)
- 4 oz Monterey Jack cheese, shredded (about 1 cup)
- 2 oz cream cheese, cubed and at room temperature
- 3 tbsp unsalted butter
- 3 tbsp all-purpose flour
- 2 1/2 cups whole milk, warmed
- 1/2 tsp garlic powder
- 1/2 tsp onion powder
- 1/4 tsp smoked paprika
- 1/4 tsp ground mustard
- 1/2 cup panko breadcrumbs
- 1 tbsp olive oil
- Salt and black pepper to taste
Equipment Needed
- Large pot
- Medium saucepan
- Whisk
- Colander
- Measuring cups and spoons
- Box grater or food processor for shredding cheese
- 9×13 inch baking dish
- Oven-safe broiler-proof baking dish
Instructions

Step 1: Cook the Pasta and Prepare Ingredients
Fill a large pot with 4 quarts of water and bring it to a rolling boil over high heat. Add 1 tablespoon of salt to the boiling water. Open the box of Goodles Mac & Cheese and add the pasta to the pot. Cook according to the package directions, which is typically 7 to 9 minutes, stirring occasionally. You want the pasta to be al dente, meaning it should be tender but still have a slight bite. While the pasta cooks, shred 8 ounces of sharp cheddar cheese and 4 ounces of Monterey Jack cheese using a box grater. Cube 2 ounces of cream cheese and set it aside to soften. Measure out 2 1/2 cups of whole milk and warm it slightly in the microwave or a separate saucepan; this helps it incorporate smoothly into the roux later. Once the pasta is done, drain it in a colander but do not rinse it, as the starch helps the sauce adhere. Tip: Reserve about 1/2 cup of the pasta cooking water before draining. This starchy liquid can be used later to thin the cheese sauce if it becomes too thick.
Step 2: Make the Roux Base for the Cheese Sauce
In a medium saucepan, melt 3 tablespoons of unsalted butter over medium heat. Once the butter is fully melted and begins to foam slightly, add 3 tablespoons of all-purpose flour. Whisk constantly to combine the flour and butter, forming a paste called a roux. Continue cooking and whisking the roux for exactly 2 minutes. This step cooks out the raw flour taste but prevents the roux from browning, which is key for a white cheese sauce. The mixture should be smooth and have a pale golden color. After 2 minutes, slowly begin to pour in the 2 1/2 cups of warmed whole milk while whisking vigorously. It is crucial to add the milk gradually to prevent lumps from forming. Once all the milk is incorporated, continue to cook the mixture, whisking frequently, until it thickens enough to coat the back of a spoon. This should take 5 to 7 minutes. The sauce should bubble gently. At this point, reduce the heat to low.
Step 3: Create the Cheese Sauce
Step 4: Combine Pasta and Sauce
Add the drained Goodles pasta to the saucepan with the cheese sauce. Using a large spoon or spatula, gently fold the pasta into the sauce until every piece is evenly coated. Ensure the mixture is combined thoroughly but avoid over-stirring, which can break down the pasta. Once combined, transfer the entire mixture to a 9×13 inch baking dish. Use the spatula to spread it into an even layer. Preheat your oven’s broiler to high and position a rack about 6 inches below the heating element. Allow the broiler to heat for at least 5 minutes.
Step 5: Add Topping and Broil to Finish
In a small bowl, combine 1/2 cup of panko breadcrumbs with 1 tablespoon of olive oil. Mix until the breadcrumbs are lightly coated and look moist. Sprinkle this panko mixture evenly over the entire surface of the mac and cheese in the baking dish. Place the baking dish under the preheated broiler. Broil for 2 to 4 minutes, watching it closely the entire time. The goal is for the topping to become a deep, golden brown and crispy. Do not walk away, as it can burn quickly. The mac and cheese underneath will be bubbling at the edges. Tip: For extra color and flavor, you can mix a tablespoon of grated Parmesan cheese into the panko topping before broiling. Once the topping is perfectly browned, immediately remove the dish from the oven. Let it rest for 5 minutes before serving to allow the sauce to set slightly, making it easier to scoop.
Tips and Tricks
For the absolute smoothest sauce, buy block cheese and shred it yourself. Pre-shredded cheese contains anti-caking agents that can make your sauce grainy. If you need to make this dish ahead of time, prepare it through Step 4, cover tightly, and refrigerate for up to 24 hours. When ready to bake, let it sit at room temperature for 30 minutes, add the topping, and bake in a preheated 375°F oven for 25-30 minutes until hot and bubbly, then finish under the broiler. For a richer flavor, substitute 1/2 cup of the whole milk with heavy cream. To add a subtle savory depth, stir in 1 teaspoon of white miso paste or a dash of Worcestershire sauce into the cheese sauce. Leftovers reheat best in the oven or a toaster oven to restore the crispy topping; microwave reheating will make it soggy.
Recipe Variations
- Protein Add-Ins: Stir in 2 cups of cooked, chopped protein after combining the pasta and sauce. Excellent options include diced ham, cooked and crumbled bacon, shredded rotisserie chicken, or browned ground sausage.
- Vegetable Boost: Add 2 to 3 cups of cooked vegetables to the pasta mixture. Try steamed broccoli florets, sautéed mushrooms, roasted butternut squash cubes, or thawed frozen peas.
- Spicy Kick: Incorporate heat by adding 1 diced jalapeño (seeds removed for less heat) to the roux with the butter, or stir in 1/4 teaspoon of cayenne pepper with the other spices. Top with sliced jalapeños before broiling.
- Different Cheese Profiles: Swap the Monterey Jack for an equal amount of Gouda for a smokier note, or use Fontina for an extra creamy melt. You can also replace 2 ounces of the cheddar with grated Parmesan for a sharper, nuttier flavor.
- Baked Casserole Style: After combining in Step 4, transfer to the baking dish, top with the panko, and bake in a preheated 350°F oven for 20-25 minutes until hot throughout and the top is golden, skipping the broiler step for a more hands-off approach.
Frequently Asked Questions
Can I use a different type of pasta? Yes, but the results will differ. Goodles pasta is designed to hold sauce well. If substituting, choose a short pasta with ridges or cavities like cavatappi, elbow macaroni, or shells. You will need about 8 ounces (half a pound) of dry pasta and will omit the Goodles cheese powder packet.
Why did my cheese sauce turn out grainy or oily? This usually happens if the heat is too high when melting the cheese or if pre-shredded cheese is used. Always melt cheese over low heat and shred your own from a block. If the sauce breaks, try whisking in a splash of warm milk or cream to bring it back together.
Can I make this recipe gluten-free? To make it gluten-free, use a certified gluten-free pasta brand instead of Goodles. For the roux, substitute the all-purpose flour with an equal amount of a gluten-free flour blend and use gluten-free panko breadcrumbs for the topping.
How should I store and reheat leftovers? Store cooled leftovers in an airtight container in the refrigerator for up to 4 days. Reheat individual portions in a toaster oven or conventional oven at 350°F for 10-15 minutes to restore the crispy topping. Avoid the microwave for best texture.
Is it necessary to use the cheese powder from the Goodles box? While not strictly necessary, it is recommended. The powder adds a specific flavor profile and helps thicken and season the sauce. If you omit it, you may want to add a bit more shredded cheese and adjust the salt and other seasonings to taste.
Summary
This Goodles mac and cheese recipe upgrades a boxed classic. A from-scratch cheese sauce and a crispy panko topping create a dish that is both comforting and impressively modern.




