Okay, I have to tell you a little kitchen secret: I didn’t always respect Brie. Then I melted it into pasta and my whole dinner game changed. Think of this as mac and cheese wearing a silk robe — creamy, slightly tangy, and ridiculously indulgent without being fussy. I’ll show you how to coax that gooey center from an 8 oz wheel of Brie so it becomes the velvety heart of the sauce. You get crisp, buttery breadcrumbs on top, a whisper of mustard and nutmeg, and the kind of bubbling, fragrant casserole that makes the whole house come running. Ready to learn the trick that makes Brie sing in mac and cheese?
Quick Facts
- Yield: Serves 6
- Prep Time: 15 minutes
- Cook Time: 30 minutes
- Total Time: 45 minutes
Why This Recipe is Awesome
This dish marries classic comfort with a little luxury: the sauce stays luxuriously creamy from melted Brie, while shredded cheddar adds sharpness and Parmesan gives a salty finish. You get gooey stretches, a golden crunchy top, and that warm, cheesy aroma that makes everyone sigh. It’s so easy even your oven will take a bow.
Ingredients
For the Main Dish:
- 12 oz dried elbow macaroni or cavatappi (about 3 cups)
- 8 oz Brie, rind removed and cut into small pieces
- 1 1/2 cups shredded sharp cheddar (about 6 oz)
- 1/2 cup grated Parmesan (about 1.5 oz)
- 3 tbsp unsalted butter
- 3 tbsp all-purpose flour
- 1 1/2 cups whole milk
- 1/2 cup heavy cream
- 1 tsp Dijon mustard or 1/2 tsp dry mustard
- 1/8 tsp freshly grated nutmeg (or a pinch)
- Salt and freshly ground black pepper, to taste
- 1 cup panko breadcrumbs (optional topping)
- 2 tbsp melted butter (for breadcrumbs)
- Fresh thyme or chopped parsley for garnish (optional)
For the Sauce / Garnish (if applicable):
- Optional: 1 tbsp honey or fig jam for drizzling if you like a sweet-savory finish.
How I Make It
Step 1:
Preheat the oven to 375°F. Boil the pasta in generously salted water until it’s just shy of al dente (about 1–2 minutes less than package directions). Drain and toss briefly with a drizzle of olive oil so it doesn’t stick. You want the noodles tender but with a little bite to hold up in the bake.
Step 2:
Make a roux in a medium saucepan: melt 3 tbsp butter over medium heat, then whisk in 3 tbsp flour. Cook for about 1 minute — you’ll smell that toasty, warm scent. Slowly whisk in 1 1/2 cups milk and 1/2 cup heavy cream until smooth. Turn heat to medium-low and simmer gently until the sauce thickens and coats a spoon, about 3–5 minutes.
Step 3:
Stir in the Brie pieces first so it melts slowly into the sauce, then add cheddar, Parmesan, 1 tsp Dijon mustard, and the pinch of nutmeg. Stir until the sauce looks glossy and perfectly cheesy — imagine silky ribbons of cheese sliding off the spoon. Taste and season with salt and pepper. If your sauce feels too thick, add a splash more milk.
Step 4:
Fold the drained pasta into the cheese sauce until everything looks evenly coated. Spoon into a buttered 9×13-inch baking dish or a deep 8×8 if you like taller portions. Mix panko breadcrumbs with 2 tbsp melted butter and sprinkle evenly over the top for a golden crunch. Bake at 375°F for about 20 minutes, until the edges get golden and the top begins to bubble. If you want extra color, broil for the last 1–2 minutes, watching closely so it doesn’t burn.
Step 5:
Let it rest for 5 minutes — the sauce will thicken slightly and make cleaner servings. Garnish with fresh thyme or parsley and, if you’re feeling fancy, a drizzle of honey or fig jam for that brilliant sweet-salty lift. Serve immediately and listen for the pleased mmm’s.
Pro Tips
- Remove the Brie rind if you don’t like the chewy texture; I usually leave some rind because it melts beautifully and adds depth.
- Don’t boil the sauce — keep it at a gentle simmer so the milk doesn’t scorch or split. Watch for small, steady bubbles.
- If you want ultra-silky sauce, grate the cheddar instead of chopping; it melts more evenly.
- For richer flavor, swap half the milk for chicken or vegetable stock (keeps it savory without adding more dairy).
Common Mistakes to Avoid
- Skipping preheating: Classic rookie move. It changes texture and bake time.
- Overmixing: Leads to dense or chewy results. Mix until just combined.
- Guessing cook time: Always use visual cues or a timer, not just vibes.
- Overcrowding pans: Give your food some breathing room to crisp properly.
Alternatives & Substitutions
- Swap Brie for Camembert (similar creaminess, slightly earthier flavor).
- Use Greek yogurt (½ cup) or a splash more milk instead of heavy cream to lighten calories — expect a slightly tangier, less rich sauce.
- For a dairy-free option: use a plant-based butter, unsweetened oat milk, and a dairy-free melting cheese; texture gets a bit looser but still tasty.
- Gluten-free: use GF pasta and GF flour for the roux, or thicken with cornstarch (1 tbsp cornstarch mixed with 2 tbsp cold water).
Variations & Tips
- Spicy: stir in 1–2 tsp sriracha or ½ tsp red pepper flakes with the sauce for heat.
- Kid-friendly: skip mustard and nutmeg, add extra cheddar for familiar flavor.
- Vegetarian upgrade: fold in sautéed mushrooms, spinach, or roasted butternut squash.
- Bacon lovers: crisp 4 slices chopped bacon and sprinkle on top before serving.
- Creative twist: swirl in 2 tbsp fig jam and top with toasted walnuts for a sweet-salty Brie pear vibe.
FAQ (Frequently Asked Questions)
- Can I make this ahead of time?
- Yes! Assemble everything, cover, and refrigerate up to 24 hours. Bake straight from the fridge — add an extra 5–10 minutes to the bake time and cover with foil if it browns too quickly.
- Can I double the recipe?
- Sure thing. Use a larger baking dish (or two dishes). Baking time may increase by 5–10 minutes; watch for bubbling and golden edges as your cues.
- Can I substitute butter with oil?
- Technically yes, but you’ll miss that buttery magic. Use ¾ the amount of oil (so 2 ¼ tbsp oil for 3 tbsp butter) and expect a slightly different mouthfeel.
- How do I know it’s done?
- Look for a bubbling center, golden edges, and a lightly browned breadcrumb top. The sauce should jiggle a little but not be soupy. Let it rest 5 minutes — it firms up as it cools.
- What if I don’t have ingredient X?
- No stress. No Dijon? Use a teaspoon of yellow mustard. No panko? Use plain breadcrumbs or crushed crackers. No heavy cream? Add an extra ¼–½ cup milk and a tablespoon of butter.
How I Like to Serve It
I serve this Brie mac and cheese with a simple green salad dressed with lemon vinaigrette to cut through the richness. It also makes a showstopping side at a cozy dinner party — pair with roasted chicken or herby pork. For lazy nights, I plate it with roasted Brussels sprouts and a cold glass of crisp white wine. It fits snowy evenings and casual potlucks equally well.
Notes
- Store leftovers in an airtight container for up to 3 days. Reheat in a 350°F oven until warmed through, about 10–15 minutes, or microwave in 30-second bursts, stirring in between.
- If you add cooked chicken, ensure it reaches a safe internal temp of 165°F.
Final Thoughts
Closing: Go melt some Brie, stir up that silky sauce, and treat yourself — this is comfort food with a deliciously fancy secret. Now go impress someone — or just yourself — with your homemade masterpiece!