Anna Mae Mac And Cheese Recipe: Buttery Biscuit Top That Shatters With Every Bite

This Anna Mae mac and cheese recipe delivers the creamy, cheesy comfort you crave with a signature buttery biscuit top that shatters at every bite. The secret lies in the perfect balance of sharp cheddar, Gruyère, and cream cheese, baked until bubbly and golden.

I've been perfecting this version for years, and it never fails to impress—whether for a family dinner or holiday gathering.

The recipe begins with a rich, velvety cheese sauce made from a simple roux and milk, then folded into perfectly cooked elbow macaroni. What sets this apart is the buttery biscuit topping—flaky, golden, and crisp enough to hold up to the creamy filling beneath.

The key is using cold butter cut into small pieces for maximum flakiness, and baking until the edges are perfectly browned.

By the time it comes out of the oven, you'll have a dish that's creamy, cheesy, and impossibly comforting—with that signature crunchy top that makes every bite worth it. The aroma alone will have everyone gathering around the table, and the first forkful is always met with approval.

This is the kind of mac and cheese that becomes a family tradition.

Serve it as a main dish with a side salad or roasted vegetables, or turn it into a casserole by adding cooked bacon or broccoli. The recipe scales easily, so you can make it for a crowd or save leftovers for another meal.

Here's how to make it perfectly every time.

Ingredients for anna mae mac and cheese

Pantry staples plus a few specialty cheeses—this mac and cheese is all about that buttery biscuit top.

The cheeses are non-negotiable here. Sharp cheddar for that signature tang, Gruyère for nutty depth, and cream cheese for velvety richness. I grab the sharpest cheddar I can find—the kind that makes your mouth water just from the smell. For Gruyère, Whole Foods or specialty cheese shops have the best aged wheels. The cream cheese? Full-fat Philly brand is my go-to—none of that low-fat nonsense. Pro tip: if your cheddar isn't sharp enough, add a pinch of white pepper to the sauce for extra kick.

No sharp cheddar? Monterey Jack works in a pinch, but it won't have that same punch. Gruyère too expensive? Parmesan at half the amount adds a similar umami boost. For the biscuit topping, Pillsbury Grands are a lifesaver if you're short on time, but homemade is worth the extra 10 minutes. The onion and garlic? Sauté them until soft—don't let them brown or the sauce will taste bitter. And if you're feeling fancy, add a dash of smoked paprika to the cheese sauce for a little smokiness.

This mac and cheese tastes even better the next day—honestly, leftovers are my favorite. Store in an airtight container for up to 5 days in the fridge. For the biscuit topping, make it ahead and freeze it separately—just bake straight from frozen for 2-3 extra minutes. The cheese sauce can be made a day ahead too; just reheat gently on the stove and stir in the cooked macaroni before baking. Double the recipe and freeze half—game-changer for busy nights.

Step-by-step instructions for Anna Mae mac and cheese

Here's how to make this legendary comfort food with that signature buttery biscuit top.

Bring a large pot of water to a rolling boil and add the 1.5 lbs elbow macaroni. Cook until 1 minute before the package instructions say "al dente" - you want it slightly undercooked because it'll finish cooking in the cheese sauce. Drain in a colander and immediately rinse with cold water to stop the cooking process. Shake off any excess water and set aside.

I like to give the pasta a quick shake in the colander to separate any clumps. This ensures each noodle gets fully coated in the rich cheese sauce later. Don't skip rinsing - this prevents the sauce from becoming watery when combined with the hot pasta.

In a large Dutch oven, melt the 0.75 cup unsalted butter over medium heat. Add the finely diced yellow onion and cook for 5 minutes until softened. Stir in the 4 minced garlic cloves and cook for another 30 seconds until fragrant - don't let it brown or it'll turn bitter.

Reduce heat to low and sprinkle the 2 cups all-purpose flour over the onions, stirring constantly with a wooden spoon for 1-2 minutes to cook out the raw flour taste. Slowly whisk in the 2.5 cups whole milk and 0.5 cup heavy cream, adding about ½ cup at a time to prevent lumps from forming.

Once the milk mixture thickens and coats the back of a spoon, remove from heat and stir in the 3 cups shredded sharp cheddar cheese, 1 cup gruyère cheese, 8 oz cream cheese, 2 tsp salt, 0.5 tsp black pepper, and 0.5 tsp mustard powder. Let the mixture sit for 2-3 minutes - this allows the cream cheese to fully melt and the cheeses to blend smoothly.

Return the pot to low heat and stir gently until completely melted and smooth. The sauce should be thick enough to coat the back of a spoon but still pourable. If it's too thick, add 1-2 tablespoons of milk to reach your desired consistency. This is where all those cheeses come together to create that signature Anna Mae richness.

Add the cooked elbow macaroni to the cheese sauce and stir gently to coat each noodle completely. Let the mixture sit off heat for 5 minutes - this allows the pasta to absorb some of the sauce before we add the biscuit topping. The macaroni should be fully coated with that golden, gooey cheese mixture.

Taste and adjust seasoning if needed. I usually add a pinch more salt or pepper here to balance the flavors. The cheese sauce should be rich but not overwhelmingly salty. Transfer the macaroni mixture to a 9x13-inch baking dish and spread it out evenly - this creates a flat surface for the biscuit topping to rest on.

In a medium bowl, combine the 2 cups all-purpose flour, 1 tbsp baking powder, 1 tsp salt, and 0.25 tsp black pepper. Cut in the 0.75 cup cold cubed unsalted butter using a pastry cutter or your fingers until the mixture resembles coarse crumbs with pea-sized butter pieces remaining.

Gradually add 1 cup ice water to the flour mixture, stirring just until the dough comes together. The dough should be soft but not sticky. Turn it out onto a lightly floured surface and gently pat it into a 12x16-inch rectangle about ½-inch thick. Cut the dough into 1-inch squares using a sharp knife or pizza cutter.

Arrange the biscuit squares evenly over the macaroni mixture in the baking dish. The squares should touch but not overlap. Bake at 375°F for 25-30 minutes until the biscuit topping is deep golden brown and the edges are crispy. The center should be just set - it'll continue cooking slightly when removed from the oven.

Let the mac and cheese rest for 10 minutes before serving. This allows the biscuit topping to set completely and the cheese sauce to thicken slightly. The biscuit should shatter with every bite, revealing that creamy, cheesy goodness underneath. Serve warm with a side of buttery corn or a simple green salad.

Perfect pairings for this dish

Classic Side Salads

Nothing cuts through the richness of Anna Mae mac and cheese like a crisp Southern-style side salad. I love serving it with a buttermilk coleslaw—shredded cabbage and carrots tossed with a tangy buttermilk dressing.

The cool crunch contrasts perfectly with the warm, creamy mac. For a heartier option, try a green salad with apple cider vinaigrette—add thinly sliced apples and toasted walnuts for extra texture. 🥗

Roasted Vegetables

Roasted vegetables add color and freshness to your mac and cheese spread. Try garlic-parmesan broccoli or honey-glazed carrots—both roast beautifully at 400°F for 20 minutes. I also love adding roasted Brussels sprouts with crispy bacon bits for a smoky-sweet contrast.