
If you’re craving comfort food with a twist, this mac and cheese with seasoned breadcrumbs is your new go-to. Creamy, cheesy, and bursting with flavor, this Tuscan-inspired version is loaded with sun-dried tomatoes, fresh spinach, and fragrant basil. The golden, crunchy breadcrumb topping adds the perfect texture contrast, making this baked mac and cheese a family favorite—and a guaranteed crowd-pleaser.
Whether you’re cooking for weeknight dinners or looking for a cozy dish to share, this recipe hits all the right notes: rich, comforting, and irresistibly cheesy.

Why You’ll Love This Mac and Cheese
- Creamy & cheesy: A velvety cheese sauce made from scratch.
- Tuscan flavors: Sun-dried tomatoes, fresh spinach, and basil elevate the classic.
- Crunchy topping: Seasoned breadcrumbs give every bite a satisfying crunch.
- Weeknight-friendly: Quick, easy, and ready in under an hour.
Ingredients
For the Mac and Cheese:
- 8 ounces short pasta (elbows, cavatappi, or shells)
- 1 tablespoon olive oil (optional, for finishing)
- 1 cup packed baby spinach
- 1⁄2 cup chopped sun-dried tomatoes (oil-packed and drained)
- 2 tablespoons chopped fresh basil (plus more for garnish)
- Cheese sauce:
- 2 tablespoons butter
- 2 tablespoons all-purpose flour
- 2 garlic cloves, minced
- 1 ¾ cups milk
- 1⁄2 heavy cream
- 1 ½ cups shredded mozzarella (or fresh mozzarella slices, shown in process shots)
- 1⁄2 cup grated Parmesan
- 1⁄2 teaspoon salt
- 1⁄4 teaspoon black pepper
- 1⁄4 teaspoon dried Italian seasoning
- Pinch of crushed red pepper (optional)
For the Seasoned Breadcrumb Topping:
- 1/2 cup panko breadcrumbs
- 2 tbsp butter, melted
- 1/2 tsp garlic powder
- 1 tbsp grated Parmesan cheese
- pinch of dried basil

Instructions
- Cook the pasta: Bring a large pot of salted water to a boil. Cook the pasta according to package instructions until al dente. Drain and set aside.
- Make the breadcrumb topping: Melt two tablespoons of butter in a small skillet over medium heat. Add the panko, parmesan, garlic powder, and dried basil. Toast for 2-3 minutes until golden, stirring often. Remove from heat.
- Start the cheese sauce: In a large saucepan, melt two tablespoons of butter over medium heat. Add the flour and whisk for 1 minute until smooth and slightly foamy.
- Add the garlic: stir in the minced garlic and cook for 30 seconds until fragrant.
- Pour in milk and cream: Slowly whisk in the milk and heavy cream. Continue whisking until the mixture thickens, about 3-4 minutes.
- Add the cheeses: reduce the heat to low. Stir in mozzarella and parmesan until fully melted and the sauce is silky.
- Season it: Add salt, pepper, Italian seasoning, and red pepper flakes (if using).
- Add pasta and Tuscan mix-ins: Stir in the cooked pasta, sundried tomatoes, and spinach. Let the spinach wilt into the sauce for 1-2 minutes. Stir in fresh basil.
- Finish: Spoon into bowls and top generously with breadcrumb topping. Drizzle with a little olive oil if you’d like. Serve immediately.




Tips for the Best Mac and Cheese with Breadcrumbs
- Use freshly grated cheese for a creamier sauce. Pre-shredded cheese can sometimes contain anti-caking agents that affect meltiness.
- Customize your veggies: Try roasted red peppers, broccoli, or mushrooms.
- Make it ahead: You can prep the sauce and pasta separately, but assemble right before serving for the best texture.
- Can I bake it? YES! Transfer everything to a baking dish, top with the breadcrumb mixture, and bake at 375°F for 10-12 minutes.
- Add meat: Stir in cooked chicken or Italian sausage for a protein boost.
- Add extra flavor: A pinch of smoked paprika or a drizzle of truffle oil can elevate this dish.

FAQ
Can I use gluten-free pasta and breadcrumbs?
Yes! Simply substitute your favorite gluten-free pasta and breadcrumbs for a gluten-free version.
Can I make this vegetarian?
Absolutely! Skip any meat additions and stick to the cheese, spinach, and sun-dried tomatoes.
How do I store leftovers?
Cover and refrigerate for up to 3 days. Reheat in the oven at 350°F (175°C) to keep the topping crispy.
Freezing: This dish is best enjoyed fresh. But you can freeze it for up to 2 months. Expect a slightly softer texture after thawing.
More delicious recipes
- Creamy Tortellini Soup
- French Onion Soup Chicken
- Mediterranean Chicken Meatballs
- My Favorite Cheesecake Recipe | Creamy Lemon Cheesecake with Sour Cream Topping

This Tuscan-inspired mac and cheese with seasoned breadcrumbs is the ultimate cozy meal—rich, cheesy, and packed with flavor. Perfect for weeknights, dinner parties, or anytime you need a little cheesy comfort in your life.

Equipment
- Large pot for boiling pasta
- Medium or large saucepan
- Small skillet (for breadcrumb topping)
- Whisk
- Measuring cups and spoons
- Wooden spoon or silicone spatula
- Colander
Ingredients
- 8 ounces short pasta elbows, cavatappi, or shells
- 1 tablespoon olive oil optional, for finishing
- 1 cup packed baby spinach
- 1/2 cup chopped sun-dried tomatoes oil-packed and drained
- 2 tablespoons chopped fresh basil plus more for garnish
Cheese sauce:
- 2 tablespoons butter
- 2 tablespoons all-purpose flour
- 2 garlic cloves minced
- 1 ¾ cups milk
- 1/2 heavy cream
- 1 ½ cups shredded mozzarella or fresh mozzarella slices, shown in process shots
- 1/2 cup grated Parmesan
- 1/2 teaspoon salt
- 1/4 teaspoon black pepper
- 1/4 teaspoon dried Italian seasoning
- Pinch of crushed red pepper optional
For the Seasoned Breadcrumb Topping:
- 1/2 cup panko breadcrumbs
- 2 tbsp butter melted
- 1/2 tsp garlic powder
- 1 tbsp grated Parmesan cheese
- pinch of dried basil
Instructions
- Cook the pasta: Bring a large pot of salted water to a boil. Cook the pasta according to package instructions until al dente. Drain and set aside.
- Make the breadcrumb topping: Melt two tablespoons of butter in a small skillet over medium heat. Add the panko, parmesan, garlic powder, and dried basil. Toast for 2-3 minutes until golden, stirring often. Remove from heat.
- Start the cheese sauce: In a large saucepan, melt two tablespoons of butter over medium heat. Add the flour and whisk for 1 minute until smooth and slightly foamy.
- Add the garlic: stir in the minced garlic and cook for 30 seconds until fragrant.
- Pour in milk and cream: Slowly whisk in the milk and heavy cream. Continue whisking until the mixture thickens, about 3-4 minutes.
- Add the cheeses: reduce the heat to low. Stir in mozzarella and parmesan until fully melted and the sauce is silky.
- Season it: Add salt, pepper, Italian seasoning, and red pepper flakes (if using).
- Add pasta and Tuscan mix-ins: Stir in the cooked pasta, sundried tomatoes, and spinach. Let the spinach wilt into the sauce for 1-2 minutes. Stir in fresh basil.
- Finish: Spoon into bowls and top generously with breadcrumb topping. Drizzle with a little olive oil if you’d like. Serve immediately.

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