Popcorn Topped Mac and Cheese


We’re assuming that you love macaroni and cheese because we just assume everyone does. And yes, we all grew up with and love the stuff in the blue box. But mac and cheese is actually quite easy to make from scratch and so much better because you get to customize it however you like. The type of cheese, the amount of cheese (more, right?) and even the type of pasta shape. You also get to decide if you want to leave it creamy or bake it with a crunchy top. And this brings us to our favorite new creation which is popcorn topped mac and cheese. Hear us out. You get all the creaminess of the mac plus a crunch without the whole baking process. That’s a win-win as far as we’re concerned.

The first step to making mac and cheese is to make the cheese sauce. This basic béchamel recipe has lots of uses and cheese sauces can be poured over lots of dishes. It starts with a simple mixture of butter and flour, then milk and then cheese. Some seasoning for flavor but that’s basically it. A cheese sauce!

We love that extra sharp classic taste of cheddar cheese along with some Parmesan for a salty kick. But feel free to customize. Our other go-to for mac is smoked Gouda, with Gruyere coming in a close third. You can also mix a variety of cheeses but we try to stick to no more than two or three because otherwise the flavors can get muddled. We’d also keep to full fat butter and milk for a cheese sauce because that will help it thicken and develop that velvety texture.

As for the pasta, feel free to choose whatever shape you like. Orecciatte is one of our favorites for mac and cheese because the shape holds on to a lot of sauce. But ziti also works wonderfully. If you were going for a baked mac with a crunchy top, you’d have to combine butter and breadcrumbs, sprinkle the mixture over the top and bake for 15 to 20 minutes. But that’s a lot of extra time when we could be digging into our dinner. Adding popcorn to the top gives us that satisfying crunch, along with an extra generous sprinkling of Parmesan cheese, while still keeping the creaminess of stove top mac and cheese.

This combination of textures and flavors is going into regular dinner rotation at our house and, maybe, also at yours?


Category, , Yields6 ServingsDifficultyBeginner
Prep Time15 minsCook Time10 minsTotal Time25 mins


 2 tbsp Unsalted butter
 3 tbsp All-purpose flour
 2 cups Whole milk
 ¼ tsp Garlic powder
 2 cups Shredded sharp cheddar cheese
 ½ cup Grated Parmesan cheese
 Salt, to taste
 Ground black pepper, to taste
 1 lb Cooked pasta



Melt the unsalted butter in a large pan on low heat. Whisk in the all-purpose flour until you have a paste. Slowly whisk in the milk and continue whisking until the flour is fully incorporated. Whisk in the garlic powder, the shredded cheddar cheese and the grated Parmesan cheese. Continue cooking and stirring, on low heat, until the mixture begins to thicken. Season to taste with salt and ground black pepper.



Cook the pasta according to package directions. Drain and add to the cheese mixture. Stir to combine, top with popcorn and serve hot. Sprinkle on some additional grated Parmesan cheese over the popcorn.

Nutrition Facts

Servings 6

Share your creations with us on Instagram! Tag you creation with #dellcovespices and we would love to give you a shout-out!

Share this recipe


If you love this recipe...

Leave a Reply

Your email address will not be published. Required fields are marked *

Join our newsletter

Seeing our products on a website is one thing. Holding them in your hand is another. To help bridge the gap, we'd like to offer you 10% off your first order.