This baked mac and cheese with potato chip topping is UNBELIEVABLY delicious! It's super creamy and cheesy from a cheddar and gruyere sauce, and the buttery potato chip crust gets golden and crunchy under the broiler. It's ready in about an hour, feeds a crowd, and you can assemble it a day ahead, so it's perfect for Thanksgiving or any potluck. If you love a classic, my best classic mac and cheese is a must-try too, and these maple balsamic brussels sprouts are so good on the plate next to it. 🧀
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The Potato Chip Topping
A lot of baked mac and cheese recipes rely on breadcrumbs for the crunchy top layer. This one IS BETTER. It swaps that for crushed potato chips mixed with butter and parmesan, which gives you a saltier, richer crunch that holds up better against the creamy layers underneath. It's a fun twist if you already love a cheesy baked pasta like my butternut squash mac and cheese but want something a little more indulgent and fun for a special occasion. Dare I say... this might be the new Thanksgiving mac & cheese recipe??
Why You’ll Love This Recipe
- Cheddar AND gruyere! The gruyere adds a nutty flavor that makes this taste like a restaurant mac.
- That potato chip crust is salty, buttery, and SO crunchy.
- You can assemble it the day before, which is a lifesaver on Thanksgiving when the oven is packed.
- Everything bakes in one 9x13 dish.
- It makes 12 servings, so there's plenty for a crowd (and leftovers!).
Ingredient Notes
The full amounts are in the recipe card below. Here's what to know about the key ingredients.
- Noodles (this is important): Stick with a small shape like elbow or shells so the sauce clings to every piece, even inside the noodle. Larger shapes tend to pool sauce at the bottom of the dish instead of coating evenly. We don't have time for uneven mac sauce!!
- Gruyere: This is what takes the flavor beyond a basic cheddar mac and cheese. It melts smoothly and adds a slightly nutty depth. If you can't find it, Swiss is the closest substitute (the flavor will be a bit milder). Fontina or smoked gouda are great swaps too, just keep the cheddar as the base so the sauce stays nice and melty.
- Ground mustard: A small amount here helps cut through the richness of the cheese and butter. It won't make the dish taste like mustard, it just balances things out.
- Potato chips, aka the whole point of this recipe: Go with a classic ridged or kettle-cooked chip, something sturdy enough to survive a trip through the oven without turning into potato dust. Plain salted or sour cream and onion chips both work great here. Just skip super thin chips, since those crush down too fine and you lose those good, chunky bites on top.
Erin's Expert Tips
From my kitchen to yours
- Undercook the pasta slightly before baking, it'll continue to soften in the oven and you don't want it going mushy.
- Grate your own cheese instead of buying pre-shredded, the anti-caking coating on bagged cheese can make the sauce slightly grainy instead of silky smooth.
- Add the potato chip topping right before baking, not ahead of time, so it stays crunchy instead of going soft while the casserole sits.
- If the top is browning too quickly before the inside is heated through, loosely tent the dish with foil for the last 10 minutes of baking.
How to Make Potato Chip Mac and Cheese
You'll make a quick stovetop cheese sauce while the pasta cooks, layer everything in a 9x13 dish, then add the potato chip crust and bake. Easy!
- Step 1: Make the cheese sauce. While the pasta cooks (pull it on the early side of the package time), melt the butter, whisk in the flour, then slowly whisk in the milk, half and half, and seasonings. Let it bubble 4 to 5 minutes, then turn off the heat and whisk in 3 cups of cheddar and 1 cup of gruyere until smooth.
- Step 2: Pour the sauce over the drained pasta and stir until every shell is coated. Spread half into a greased 9x13 dish, sprinkle with the rest of the cheese, then add the remaining pasta.
- Step 3: Mix the crushed potato chips with the melted butter, parmesan, and a pinch of salt.
- Step 4: Sprinkle the chip topping evenly over the whole dish so every scoop gets some crunch.
- Step 5: Bake at 350°F for 30 minutes, then broil for the last 2 to 3 minutes until the top is deep golden brown. Watch it closely so it doesn't burn!
- Step 6: Let it cool for at least 10 minutes so the sauce can set, then scoop and serve.
Making It Ahead and Storing Leftovers
To make it ahead, assemble everything except the potato chip topping up to a day before and refrigerate it. Add the topping right before it goes in the oven so it stays crisp. Store leftovers in an airtight container in the fridge for up to 4 days. Reheat single portions in the air fryer at 375°F for about 7 minutes to keep the topping crisp, or in the microwave if you don't mind a softer crust. A splash of milk when reheating helps loosen the sauce back up!
If you tried this recipe or any other recipes on my blog, please leave a 🌟 star rating and let me know how it went in the 📝 comments below. Follow @erinliveswhole on Instagram and tag me in any of the recipes you make so I can repost them!
Ingredients
- 16 oz noodles uncooked, small noodle like elbow or shells
- 5 tablespoon butter
- ¼ cup flour
- 3 cups whole milk
- 1 cup half & half
- 1 teaspoon ground mustard
- ½ teaspoon smoked paprika
- ½ teaspoon garlic powder
- 1 teaspoon salt
- ½ teaspoon pepper
- 4 cups freshly grated cheddar cheese
- 2 cups freshly grated gruyere cheese
- 2 cups crushed potato chips
- 2 tablespoon melted butter
- ¼ cup grated parmesan cheese
- ¼ teaspoon salt
Instructions
- Heat oven to 350F and spray 9x13 glass casserole dish with nonstick spray.
- Cook the pasta (16 oz) according to package, on the lower end of timing as it will bake more in the oven. Drain, rinse with cold water, and set aside.
- In a large saute pan or dutch oven, heat the butter (5 tbsp) over medium heat until melted. Whisk in the flour (¼ cup) until smooth and let cook for one minute.
- Slowly add in the milk (3 cups) and half & half (1 cup) until all whisked together. Whisk in the ground mustard (1 tsp), smoked paprika (½ tsp), garlic powder (½ tsp), salt (1 tsp), and pepper (½ tsp) as well. Let bubble for 4-5 minutes, stirring often.
- Turn off heat and add in the cheddar cheese (3 cups) and gruyere cheese (1 cup). Whisk until melted.
- Add noodles to a large bowl and then pour cheese mixture over top of noodles, stirring until completely coated in cheese.
- Pour half of the noodles into greased 9x13 pan, top with the remaining cheddar (1 cup) and gruyere (1 cup), and top with the rest of the noodles.
- In a small bowl, mix together the crushed potato chips (2 cups), melted butter (2 tbsp), parmesan cheese (¼ cup), and salt (¼ tsp). Sprinkle evenly over top of mac and cheese mixture.
- Bake for 30 minutes. Broil for last 2-3 minutes or until topping is nice and golden brown.
- Let cool at least 10 minutes before serving.
Nutrition
Per serving. Nutrition is an estimate.
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Recipe by Erin Morrissey and Photos by The Mindful Hapa
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