
This creamy macaroni corn casserole brings together the comfort of mac and cheese with the sweetness of corn and the irresistible crunch of a buttery panko topping. It is a crowd-pleasing side or main dish that works beautifully for holidays potlucks or any time you are craving rich cheesy flavor with just enough heat to keep things interesting.
I made this for a family cookout one weekend and it disappeared within minutes everyone kept asking for the recipe before dessert even hit the table
Ingredients
- Panko breadcrumbs: add a crispy topping texture that contrasts the creamy base look for golden flakes not powdery crumbs
- Unsalted butter: provides richness and helps brown the topping use fresh butter for best flavor
- Scallions: bring color and a light oniony brightness choose firm stalks with vibrant green tops
- Kosher salt: enhances every element of the dish and helps balance the cheeses
- All purpose flour: creates the base for a smooth roux that thickens the sauce sift before using for even blending
- Whole milk: delivers the creamy consistency that binds everything together warm it beforehand to avoid lumps
- White Cheddar cheese: melts beautifully and brings a sharp nutty flavor shred from a block for better melt
- Gruyere cheese: adds complexity and depth with its earthy undertones pair with the cheddar for a gourmet twist
- Elbow macaroni: holds the sauce well with its curved shape cook al dente so it does not get mushy in the oven
- Frozen corn: adds pops of sweetness and contrast in every bite thaw and drain well before mixing
- Cooked crumbled bacon: contributes smoky salty crunch use thick cut for the best bite
- Dry mustard: sharpens the flavor and complements the cheese use sparingly for balance
- Grated garlic: infuses deep savory flavor throughout fresh garlic makes a noticeable difference
- Cayenne pepper: adds subtle heat to offset the richness use just enough to warm the palate
Step-by-Step Instructions
- Preheat the Oven:
- Set your oven to 350 degrees Fahrenheit and position the rack about eight inches from the heat source to allow even browning later on
- Toast the Panko:
- Place panko in a bowl and melt two tablespoons of butter in a saucepan over medium heat Scrape the melted butter into the panko using a rubber spatula add a quarter cup of scallions and an eighth teaspoon of salt and toss until the breadcrumbs are evenly coated and golden
- Build the Roux:
- In the same saucepan melt the remaining four tablespoons of butter over medium heat Add the flour and whisk constantly for one full minute until a smooth paste forms without any raw flour smell
- Create the Cheese Sauce:
- Gradually whisk in the warm milk to avoid lumps then bring to a gentle simmer over medium heat Reduce the heat to medium low and continue whisking often for about four minutes until the sauce thickens to a velvet like consistency
- Melt the Cheeses:
- Remove the pan from the heat and stir in the shredded cheddar and Gruyere until they are fully melted and silky
- Mix in the Add Ins:
- Fold in the cooked macaroni corn crumbled bacon dry mustard garlic cayenne pepper the remaining half cup of scallions and the last quarter teaspoon of salt making sure everything is evenly distributed
- Assemble and Bake:
- Transfer the cheesy pasta mixture into a two quart broiler safe baking dish and smooth the top Sprinkle the panko mixture evenly across the surface
- Bake Until Bubbly:
- Place the dish in the preheated oven and bake for about twenty minutes or until you see bubbling edges and the center is hot
- Broil for a Golden Top:
- Turn the oven to broil and let it preheat for three minutes Return the dish to the oven and broil for about two minutes or just until the top is golden brown watching closely to prevent burning
- Rest and Serve:
- Remove from the oven and let the casserole rest for fifteen minutes before slicing this ensures the sauce sets and flavors meld

I always look forward to the contrast between the soft noodles and the golden panko crunch this dish reminds me of Sunday dinners when my grandmother used to sneak corn into every cheesy casserole she made
Storage Tips
Let the casserole cool completely then cover tightly and refrigerate for up to four days To reheat warm individual portions in the microwave or reheat the full dish covered in foil at 325 degrees until hot
Ingredient Substitutions
You can swap Gruyere for Fontina or even Monterey Jack if preferred Vegetarians can skip the bacon and add roasted red peppers or sautéed mushrooms for depth Lactose free milk and dairy free cheese alternatives work in a pinch but will alter the final richness
Serving Suggestions
Serve this with a crisp green salad and vinaigrette to cut through the richness It also pairs well with barbecue ribs or roasted chicken for a hearty Southern style meal Add hot sauce on the side for guests who want an extra kick

Cultural Context
This dish is a hybrid of Southern style corn pudding and classic baked mac and cheese It borrows the creaminess and golden crust of both traditions resulting in a dish that feels nostalgic and innovative at once
Frequently Asked Questions About Recipes
- → Can I substitute other cheeses?
Yes, you can use Monterey Jack or mozzarella, though Cheddar and Gruyère provide the richest flavor and melt.
- → Do I need to thaw the corn first?
Yes, thawing prevents extra moisture from diluting the sauce and helps the casserole bake evenly.
- → Can I make this ahead of time?
Absolutely. Assemble and refrigerate the dish, then bake just before serving. Add a few minutes to bake time if cold.
- → How do I store leftovers?
Store in an airtight container in the fridge for up to 3 days. Reheat in the oven or microwave until hot throughout.
- → Is it necessary to broil the topping?
Broiling gives the panko a crisp, golden finish, but you can skip it if preferred—just bake a bit longer uncovered.