Seafood Mac and Cheese

If there’s one thing I firmly believe, it’s that mac and cheese is the comfort food we all turn to when we need something warm, cheesy, and downright satisfying. But what happens when you take that beloved classic and give it a fancy little upgrade? You get Seafood Mac and Cheese — and oh boy, is it something special.

I made this for the first time on a cozy Friday night when we were craving something indulgent but didn’t want to do takeout again. I had some leftover shrimp from the night before and a small packet of crab meat that needed using, so I thought, “Why not toss it into some mac and cheese?” Let me just say, it was an instant hit. Creamy, cheesy, with that briny kick from the seafood — it felt like we were eating at a coastal bistro without ever leaving our kitchen.

This dish is perfect for a date night in, a fancy family dinner, or even a potluck where you really want to impress. It’s decadent but still super easy to make, which is basically the best of both worlds, right?

Let’s get started on this creamy, dreamy seafood masterpiece.

this recipe

Ingredients You’ll Need

• 12 oz elbow macaroni or shell pasta – Either works, but shells are great at catching all that cheesy goodness.

• 2 tbsp butter – For starting your roux.

• 2 tbsp all-purpose flour – Helps thicken your cheese sauce.

• 2 cups whole milk – Adds creaminess and richness.

• 1/2 cup heavy cream – Because this is no time to hold back.

• 2 cups shredded sharp cheddar cheese – The flavor base of our cheese sauce.

• 1 cup shredded mozzarella cheese – For that amazing melty texture.

• 1/2 cup grated Parmesan cheese – A salty, nutty flavor that rounds everything out.

• 1/2 tsp garlic powder – Adds depth without overpowering.

• 1/2 tsp Old Bay seasoning (or to taste) – The seafood secret weapon.

• Salt and black pepper to taste

• 8 oz cooked shrimp, chopped – Fresh or frozen, just make sure they’re peeled and deveined.

• 4 oz lump crab meat or cooked lobster meat – Use what you love or what’s available.

• 1/2 cup breadcrumbs (optional topping) – For a golden, crispy finish.

• 1 tbsp melted butter (optional for topping)

• Fresh parsley for garnish (optional) – Just a little something green to brighten it up.

STEP 1: PREP YOUR OVEN AND BAKING DISH

Go ahead and preheat your oven to 375°F (190°C). Lightly grease a 9×13-inch baking dish and set it aside. This step is easy to forget, but it makes your cleanup later so much simpler.

STEP 2: BOIL THAT PASTA

Cook your pasta according to the package instructions in salted water until just al dente. This is important — since it’s going to bake in the oven, you don’t want it too soft or mushy. Once it’s done, drain and set it aside while we work on the sauce.

STEP 3: MAKE A ROUX FOR THE CHEESE SAUCE

In a large saucepan, melt 2 tablespoons of butter over medium heat. Once it’s bubbling, whisk in 2 tablespoons of all-purpose flour. Let it cook for about a minute to get rid of that raw flour taste. This simple roux is the magic behind a smooth, creamy cheese sauce.

STEP 4: ADD THE MILK AND CREAM

Gradually whisk in 2 cups of whole milk and 1/2 cup of heavy cream, stirring constantly. Don’t rush this part — it’ll take about 4–5 minutes for the mixture to thicken. You’ll know it’s ready when it coats the back of your spoon.

STEP 5: STIR IN THE CHEESE AND SEASONINGS

Once your base is thickened, reduce the heat to low and stir in your cheeses:

• 2 cups sharp cheddar

• 1 cup mozzarella

• 1/2 cup Parmesan

Keep stirring until the cheese melts completely and your sauce is velvety smooth. Then add in the garlic powder, Old Bay seasoning, and a pinch of salt and black pepper to taste. Don’t be shy with the Old Bay — it gives the sauce that signature coastal flavor that complements the seafood perfectly.

Now that your rich, cheesy sauce is bubbling with flavor, it’s time for the real showstoppers—shrimp, crab, and all that pasta goodness. This next part is where everything comes together in one big, bubbling, golden pan of comfort food perfection. Whether you’re cooking this for a crowd or treating yourself to a next-level weeknight dinner, this is the moment it all starts to look and smell incredible.

Let’s dive into the rest of the steps and get this mac and cheese into the oven.

STEP 6: FOLD IN THE PASTA AND SEAFOOD

Now that your cheese sauce is ready and seasoned just right, it’s time to bring everything together. Gently fold in the cooked pasta, along with the 8 oz of chopped shrimp and 4 oz of crab meat or lobster.

If you’re using crab, go for the lump crab meat if possible—it holds its shape and has that sweet, delicate flavor that really shines through the sauce. Lobster adds a rich, buttery texture if you want to splurge, but shrimp alone is fantastic too. Just be careful not to stir too vigorously—you want the seafood to stay intact and not break apart.

Tip: If you’re using pre-cooked seafood (like most of us are), make sure it’s well-drained and patted dry. Excess moisture can thin out your cheese sauce and dull the flavor.

STEP 7: TRANSFER TO THE BAKING DISH

Pour the entire creamy mixture into your prepared 9×13-inch baking dish. Use a spatula or the back of a spoon to spread it out evenly, making sure every nook and cranny is filled.

At this point, it already looks delicious, but we’re going to take it over the top with an optional (but highly recommended) crunchy topping.

STEP 8: ADD A GOLDEN BREADCRUMB TOPPING (OPTIONAL)

If you love that crispy, golden top on your baked mac and cheese, this step is for you. Mix 1/2 cup of breadcrumbs with 1 tablespoon of melted butter, then sprinkle it evenly over the top of the mac and cheese.

You can use regular or panko breadcrumbs here. Panko gives you a bit more crunch, which contrasts nicely with the creamy interior. This topping adds texture and just a hint of toasty flavor that takes the whole dish up a notch.

If you’re skipping the topping, that’s totally fine too—it’ll still be creamy, rich, and indulgent without it.

STEP 9: BAKE TO BUBBLY PERFECTION

Place the baking dish in your preheated oven at 375°F and bake for 20–25 minutes. You’re looking for that bubbly cheese action around the edges and a golden crust on top. If you want an extra-crispy topping, you can broil it for the last 1–2 minutes—just keep an eye on it so it doesn’t burn.

While it bakes, your kitchen will fill with the most amazing, cheesy, slightly briny aroma. This is your sign that dinner is about to be so worth the wait.

STEP 10: LET IT REST, THEN GARNISH

When it’s done baking, remove the dish from the oven and let it sit for about 5 minutes. This short rest period helps everything settle so you’re not scooping out a molten mess.

Just before serving, garnish with a little fresh chopped parsley if you have it on hand. It adds a nice pop of color and a bit of brightness to balance all that richness.

Helpful Tips & Variations

• Switch Up the Seafood: You can absolutely play around with the seafood here. Scallops, crawfish, or even chunks of grilled salmon can be used. Just make sure it’s fully cooked and not too watery.

• Make Ahead: You can prepare the dish up to the point of baking, then cover and refrigerate it for up to a day. Just increase baking time slightly if you’re starting from cold.

• Spice It Up: Want a little kick? Add a dash of cayenne pepper or hot sauce to your cheese sauce. A pinch of red pepper flakes works too.

• Extra Creamy Option: Swap some of the cheddar for cream cheese or Gruyère if you’re after an even silkier finish.

• Lighter Version: You can use 2% milk instead of whole, and reduce the amount of cheese a bit. It won’t be quite as rich, but still tasty!