Total Time
Prep 15 mins
Cook 25 mins

This is an extravagant version of mac and cheese, but the indulgence is well worth it!

Ingredients Nutrition

  • 8 ounces macaroni
  • 2 tablespoons butter
  • 2 tablespoons flour
  • 1 cup milk
  • 14 cup heavy cream
  • 7 ounces brie cheese, rind removed,and cut into chunks
  • salt & freshly ground black pepper
  • 12 cup crackers or 12 cup fresh breadcrumb
  • 3 tablespoons butter, melted


  1. Preheat oven to 350.
  2. Butter a medium casserole dish and set aside.
  3. Boil pasta until al dente.
  4. Drain.
  5. While pasta cooks, melt 2 tablespoons butter in a large saucepan over medium-low heat.
  6. Sprinkle in flour and cook, stirring continuously for 2 minutes, to form a golden brown roux.
  7. Stir in milk and cream.
  8. Bring to a boil, stirring continuously, then reduce heat to low.
  9. Add cheese and continue to stir until melted and smooth.
  10. Salt and pepper to taste.
  11. Toss in drained pasta, combine very well, making sure the sauce soaks the pasta thoroughly.
  12. Pour into the prepared casserole dish.
  13. Stir together bread or cracker crumbs with 3 tablespoons melted butter.
  14. Sprinkle evenly over pasta.
  15. Bake for 15 minutes.


Most Helpful

This is a great base recipe! I had a lot of brie I needed to use up and wasn't really sure where to start with a brie mac. I ended up only having almond milk in the fridge so I used that in place of the milks. Sautéed some garlic and onion for the sauce and made homemade bread crumbs with tarragon. Last alteration I used shell noodles. I'm very pleased with how it all turned out!

Jess A. January 25, 2016

I love brie and I love mac and cheese, so naturally I wanted to try this. I really enjoyed it, but the brie does make this a bit bland. Overall, you really can't taste the brie, it is more like a nice creamy noodle dish. The best part is the cracker topping. This really makes it taste awesome. I will use cracker crumbs instead of breadcrumbs when I make mac n cheese in the future, tastes really rich and decadently buttery! If I make this again I will probably reduce the amount of brie and add a little cheddar, something with a bolder taste.

Shannon Cooks September 05, 2009

I added some broccoli which I need to use up and also 1/2 onion, chopped, because I felt the sauce will be too bland otherwise. However I feel the sauce is still a bit bland, and I did add lot of salt and pepper.. lol. It was not bad, anyway. Glad I tried. Thanks!

j.sugiarto May 25, 2008

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