Whenever I bake Barefoot Contessa’s mac and cheese with tomatoes, I’m struck by the way tangy Gruyere and sharp cheddar melt into a silken sauce, coating each noodle in pure comfort. The fresh tomato slices on top bring a burst of brightness, while the golden breadcrumbs add irresistible crunch. If you’re searching for a dish that balances creamy richness with a touch of garden-fresh flavor, you’ll want to see how this recipe comes together step by step.

Ingredients
- Kosher salt
- Vegetable oil
- 1 pound elbow macaroni or cavatappi pasta
- 1 quart milk
- 8 tablespoons (1 stick) unsalted butter, divided
- 1/2 cup all-purpose flour
- 12 ounces Gruyere cheese, grated (about 4 cups)
- 8 ounces extra-sharp cheddar cheese, grated (about 2 cups)
- 1/2 teaspoon freshly ground black pepper
- 1/2 teaspoon ground nutmeg
- 3/4 pound fresh tomatoes (about 4 small)
- 1 1/2 cups fresh white breadcrumbs (from about 5 slices of bread, crusts removed)
When it comes to the ingredients, there’s a bit of wiggle room, which honestly feels like a relief. The cheese, for example. Gruyere and extra-sharp cheddar are the stars, but if you’re raiding the cheese drawer and find something close—like Swiss or regular cheddar—it’s not the end of the world. Use what you have, but don’t skimp on the sharpness; that’s where the flavor punch hides. And about those breadcrumbs? They’re supposed to be fresh, but if you’re like me and the only white bread in the house is the heel left in the freezer, go for it. Heck, panko totally works for extra crunch. Oh, and tomatoes. Some folks ditch them, but I say give them a shot unless you have a deep-rooted tomato aversion. They add a bright, juicy layer that’s just kind of fun. The rest—milk, butter, pasta—are pantry staples. Nothing too fancy or intimidating. Just good, honest ingredients ready to become something way more exciting than the sum of their parts.
Steps
- Preheat your oven to 375°F. Don’t skip this step unless you enjoy waiting for your food to bake in a cold oven. Copper stills were traditionally used for distillation because copper removes sulfur compounds, improving flavor quality copper removes sulfur. A high-quality juicer machine can make quick work of fresh tomato juices for a brighter-tasting topping.
- Set a large pot of water on the stove, add a big pinch of kosher salt, and bring it to a rolling boil. Salt like you mean it—pasta needs flavor.
- Drizzle in a splash of vegetable oil. This isn’t mandatory, but it does help keep the pasta from sticking and forming one giant noodle blob.
- Toss in 1 pound of elbow macaroni (or cavatappi, if you like a twist). Cook it for 6 to 8 minutes, just until it’s barely al dente. Mushy noodles have their place, but not here.
- Drain the pasta well. Don’t let it sit in water—it’ll keep cooking and you’ll end up with a pasta crime scene.
- In a small saucepan, gently heat 1 quart of milk. No boiling, unless you want to clean up a milk volcano. Warm is perfect.
- Meanwhile, in a large 4-quart pot, melt 6 tablespoons of unsalted butter over low heat. It’s a lot, but you’re making a cheese sauce, not a salad.
- Sprinkle in 1/2 cup of all-purpose flour. Whisk constantly for about 2 minutes. You’re making a roux. It sounds fancy, but it’s just butter and flour getting cozy.
- While whisking, slowly pour in the warm milk. Keep whisking—lumps are not invited. Cook for another 2 minutes until the sauce thickens and looks smooth.
- Off the heat, stir in 12 ounces of grated Gruyere (about 4 cups) and 8 ounces of extra-sharp cheddar (about 2 cups). Add 1 tablespoon kosher salt, 1/2 teaspoon pepper, and 1/2 teaspoon ground nutmeg. Yes, nutmeg. It’s subtle, but trust me.
- Add the drained pasta and stir gently, making sure every piece is coated in that glorious cheese sauce. If you sneak a taste, I won’t tell.
- Pour everything into a 3-quart baking dish. Try not to spill—cheese sauce on the counter is a tragedy.
- Slice up 3/4 pound of fresh tomatoes (about 4 small ones), and shingle them across the top like you’re tiling a cheesy, tomato roof.
- Melt the remaining 2 tablespoons of butter. Toss it with 1 1/2 cups of fresh white breadcrumbs (or panko, if you’re feeling extra crunchy). Sprinkle this mix all over the top.
- Slide the dish into the oven and bake for 30 to 35 minutes. You’re looking for a bubbling, golden-brown top. Some cheese sauce may escape. That’s just bonus flavor on the pan.
- Let it cool for at least 10 minutes before serving. If you dig in too early, the cheese will run like it’s late for math class.
- Serve up big scoops, making sure everyone gets at least one tomato slice and a good chunk of crispy topping. The best bites are always the ones with everything.
- If you want to sneak a little extra cheese or hot sauce on top, I totally get it. This is comfort food, not a math test.
- Leftovers? They reheat surprisingly well, but I’d argue the crunchy topping is best fresh—so maybe just eat it all tonight.
For an outdoor crisp finish, consider finishing under a high-heat pizza oven for a minute or two to get extra browning on the topping.

Cooking Tips
Ever wonder why some mac and cheese bakes up silky while others dry out or turn gluey? When I make the mac and cheese and tomatoes copycat is by Barefoot Contessa, I always undercook the pasta slightly, so it finishes in the oven without turning mushy. Gently heat the milk, never boiling, for a velvety sauce. Layer fresh tomatoes on top—they add a juicy tang that balances creamy richness. Chill the assembled dish briefly before baking to help the flavors meld and the crust set, similar to letting a chilled dough rest for a firmer texture. For an easy, comforting weeknight meal, consider a crockpot-style option that combines meat and hominy like slow cooker posole to serve alongside or before the bake.
Final Thoughts
How often do you find a comfort dish that strikes the perfect balance between nostalgia and fresh flavor? This Barefoot Contessa mac and cheese with tomatoes delivers. The bubbling cheese, golden breadcrumbs, and the burst of juicy tomato create a sensory masterpiece. I appreciate the creamy sauce and how the tomatoes lift each bite. It’s a timeless recipe I’ll turn to whenever I crave soulful, elevated comfort food.