Popcorn Crusted Macaroni and Cheese

Popcorn macaroni and cheese
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Who doesn’t love mac and cheese? It’s a dinner that will bring a smile to anyone’s face – after all, it is the ultimate comfort food. This macaroni and cheese recipe takes a unique turn by using popcorn as a crunchy topping instead of the more typical bread crumbs. While I enjoyed the uniqueness, the leftovers do not fare well so either make a half batch in a smaller 8 x 8 pan or plan to feed a crowd!

I chose to use our Au Natural gourmet popcorn since I was going to be adding butter and some seasoning. If you are starting with popcorn that’s already seasoned, I wouldn’t add any more salt and you may not even need additional butter. It just depends on the type that you’re using – the butter does help to lightly brown the top, but you’ll likely have just as much success if it’s already buttery.

Popcorn is so much more than a snack – hope this recipe helps to open your eyes to the possibilities!

Popcorn Crusted Macaroni and Cheese

Adapted from Popcorn.org


  • 1 pound elbow macaroni
  • 7 tablespoons unsalted butter, divided
  • 4 tablespoons flour
  • 2 teaspoons mustard powder
  • 1 teaspoon garlic powder
  • 1 teaspoon smoked paprika
  • ½ teaspoon freshly cracked black pepper
  • 1 ½ teaspoons salt, divided
  • 3 cups milk
  • 4 cups shredded sharp cheddar cheese (about 16 ounces)
  • 5 cups popped popcorn
  • ½ teaspoon parsley flakes


  1. Cook and drain macaroni according to al dente package directions. Place back in the pot, toss with 2 tablespoons butter, and set aside.
  2. Butter a 9 x 13 baking pan and set aside.
  3. Preheat the oven to 350° Fahrenheit.
  4. Mac and cheese in the panIn a medium saucepan set over medium heat, melt 4 tablespoons butter. Whisk in the flour, mustard powder, garlic powder, smoked paprika, black pepper and 1 teaspoon of the salt. Cook for 2 minutes, stirring constantly.
  5. Slowly add in the milk, whisking to combine. Cook until the mixture thickens, stirring frequently (about 8-10 minutes).
  6. Turn off the heat and stir in the cheese until melted and smooth. Add macaroni to the sauce, stirring to combine then pour into the prepared baking pan.
  7. Bake for 10 minutes – while this bakes, melt the remaining tablespoon of butter and toss with the popcorn, parsley flakes, and ½ teaspoon of salt.
  8. Top the macaroni with the popcorn and bake for an additional 10 minutes.
  9. Let sit for about 5 minutes before serving.


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