
This creamy old-fashioned baked macaroni and cheese doesn't come from a box, a bag, or the refrigerated section of Kroger's. It's the kind of casserole-style comfort food that shows up hot, golden, and dripping with cheese strings like Elizabeth Taylor and her diamonds. Made with real butter, real cheese, and no patience for powdered packets. Let the other side dishes glare - this one knows it's the favorite.

Table of Contents
- 🗝️ Why you'll never go back to boxed mac & cheese
- 🧾 What you'll need for baked macaroni and cheese
- 📖 Recipe
- 🔪 How to make baked mac & cheese that ruins all others
- 👩🍳 Mac & cheese interrogation room: ask your questions
- 📚 More recipes that understand you on a spiritual level
- 🍽️ What to serve with mac & cheese (besides a smug sense of superiority)
- 💬 Comments
🗝️ Why you'll never go back to boxed mac & cheese
Boxed mac had its time - mostly when you were broke, hungover, or trying to feed a toddler with a god complex. But now? You're grown. And your mac and cheese should act like it. This baked version is creamy, crispy, and downright smug - and after one bite, you'll wonder how you ever settled for that sad little pouch of cheese-flavored shame.
Here's why it's the superior life choice:
- No powdered cheese. No regret.
- Two words: cheese strings
- Sauce so creamy it's practically a love letter.
- Crunchy topping that says, "I know my worth."
- Actually fills you up - boxed mac could never.
- Goes from weeknight dinner to holiday centerpiece without breaking a sweat.
- Makes your house smell like you've got your own delicious line of scented candles.
Next time try the tavern style skillet mac and cheese with beer.
🧾 What you'll need for baked macaroni and cheese
We're not doing neon cheese powder today, my friend. This recipe calls for actual dairy, actual carbs, and actual joy. You probably have most of this in your kitchen already - unless you've been living on air-fried sadness and sad violin vibes.

- Elbow macaroni - Classic. Reliable. The noodle equivalent of a southern matriarch: knows its role and doesn't need frills.
- Milk - Whole milk, preferably, Evaporated milk is even better. We're not here for skim's watery nonsense.
- Half & half cream - Because sometimes milk just isn't rich enough to handle your emotional damage.
- Swiss cheese - Mild, melty, and just bougie enough to make you feel like you tried.
- Sharp Cheddar cheese - Brings the flavor and the edge. It's the friend who tells it like it is.
- Flour - For making the roux. The backbone of the sauce. Do not skip or fear her.
- Butter - Just good ol' butter. Salted, unsalted - use what you've got and don't let the food snobs shame you.
- Eggs - For binding it all together. Also, for silently judging your boxed mac days.
- Mustard powder - Optional but highly recommended. Adds a little tang and mystery, like your ex's new girlfriend.
- Salt and pepper - Season like you mean it. Bland food is not in this house.
👋 Want the deep-dish version?
If you're the type who actually reads FAQs, wants extra tips, or just likes to have your recipes printed and splattered with butter stains - grab the free, printable Old Fashioned Macaroni and Cheese PDF. It's got all the extra info, storage tips, cheese rants, and make-ahead magic you could possibly need.
📖 Recipe
Old Fashioned Baked Mac and Cheese
Print Pin Recipe Rate RecipeIngredients
- 16 ounces elbow macaroni, cooked and drained
- ½ cup butter
- ½ cup flour
- 2 teaspoons mustard powder, optional, you may want a little more or a little less depending on your tastes
- 2 cups milk, warm not hot
- 2 cups half and half cream, warm not hot
- 2 eggs
- ½ teaspoon salt
- Fresh ground black pepper, generously to taste
- 2 cups medium cheddar cheese, about ½ pound, shredded
- 3 cups sharp cheddar cheese, This is about ¾ pound 1 cup shredded, the rest cubed
- 1 cup diced Swiss cheese, about ¼ pound
- 2 cups breadcrumbs, Panko works great - or use crushed Ritz crackers
- ⅓ cup butter, melted
Instructions
- Preheat oven to 350°F.
- Cook the macaroni in salted water until very tender - drain and set aside.
- In a large, heavy saucepan melt the butter until it foams.
- Add the flour mixed with salt and pepper and whisk until blended. (This is a roux)
- Cook, whisking constantly, until the roux is a very light golden brown, moving the mixture around the pan constantly so it doesn't scorch
- Mix milk and cream together.
- Pour milk mixture in slowly, whisking constantly.
- Bring to a boil.
- Reduce heat and cook while stirring until the mixture thickens - just a few minutes.
- Stir in mustard powder if using.
- Add about a ¼ cup of the hot mixture to the beaten egg a tablespoon at a time, beating well so the egg doesn't curdle.
- Add the warm milk and egg mixture back into the mixture in the pan, whisking constantly. Cook for a minute or two.
- Stir in 1 cup of the sharp cheddar and 1 ½ cups of the medium cheddar until the mixture is smooth and creamy.
- Add the macaroni to a prepared baking dish (sprayed with non-stick spray).
- Cover with the sauce and stir to blend.
- Add the cheese cubes and stir in.
- Top with bread crumbs.
- Drizzle with melted butter.
- Bake for 20-30 minutes, or until golden brown and bubbling.
- Let the casserole stand for five minutes before serving.
Notes
- Grate the cheese from a block of cheese - it will have a creamier texture when it melts.
- When you add the milk to the roux stir...stir...stir.... it will look like it's clumping up but if you stir constantly it will smooth out. Stir until the mixture coats the back of a spoon.
- As much as I hate to say this - overcook the macaroni just slightly. You don't want it a la dente for this dish. When it is soft (but not so much that it's mushy) then it absorbs the cheese sauce a bit more. Everyone will want to know your secret.
Nutrition Facts
Nutrition information is estimated as a courtesy. If using for medical purposes, please verify information using your own nutritional calculator. Percent Daily Values are based on a 2000 calorie diet.
This recipe has been tested several times. If you choose to use other ingredients, or change the technique in some way, the results may not be the same.
🔪 How to make baked mac & cheese that ruins all others
This isn't one of those "dump it in and pray" casseroles. You're making a roux, you're whisking like you mean it, and you're layering cheese like it's a love language. Don't worry - it's still easy. Just slightly more involved than tearing open a box.
How to make roux
The secret to that gooey, glorious baked mac? It's the roux. Don't panic - it's easier than it sounds, and I've even got a quick video in the recipe card above if you need to see it in action before trusting the magic.

- Melt the butter in a heavy pan over medium heat until it's fully melted and starts to foam. Foamy is good. Browning? That's another recipe.
- Whisk in the flour and drop the heat to medium-low. Keep whisking like your reputation depends on it - no lumps allowed.
- Scrape the sides and stir like you mean it. I use a rubber spatula for this because it gets every last bit, and I don't trust whisks to finish the job alone.
- Cook until light brown, just a shade past "meh" but nowhere near "burnt toast." Should take about 5 minutes, maybe less if your stove's in a mood.
Now the cheese sauce

- Whisk in the milk slowly, just a little at a time. Yes, it'll bubble and look like a hot mess at first - that's part of the charm. Keep whisking. It'll smooth out.
- Keep cooking and whisking until it thickens into a legit cream sauce. You're going for silky, not soupy.
- Whisk the eggs in a separate bowl like you're trying to get the to confess. Slowly drizzle in about ¼ cup of the hot sauce, whisking constantly so you don't end up with scrambled eggs.
- Pour the egg mixture back in and keep whisking like you're burning calories. Cook until it's thick and creamy.
Add cheese

- Add the grated cheese. All of it. Don't question it.
- Stir until smooth and gloriously melty. Congratulations - you've just become a sauce expert.
Assemble it

- Spray your casserole dish with nonstick spray and boil the macaroni in salted water until it's just past al dente. Drain it and toss it into the dish like the carb-loving legend you are - then drown it in that creamy cheese sauce.
- Stir in the sauce and drop in those glorious cheese cubes. Hidden pockets of meltiness? Yes, please.
- Give it a final stir, then sprinkle the breadcrumbs on top like it's your signature move. Drizzle with melted butter because restraint is not the goal.
- Bake until the top is crispy and the cheese is bubbling like it's got something to say. Let it rest (if you can wait that long) then serve.
👩🍳 Mac & cheese interrogation room: ask your questions
Whether you're wondering if it freezes well, how to reheat it without ruining your masterpiece, or if pre-shredded cheese is truly the devil (spoiler: kinda), I've got answers. Let's clear up the mysteries so you can get back to pretending this is just a "side dish." Remember, there are more FAQs and information in the printable cheat sheet above.
Yes you can. Cover it and refrigerate without the crumbs on top. Just before baking add the crumbs and you're ready to go!
I like to make the ultimate baked macaroni and cheese with a mixture of cheeses that almost always includes sharp Cheddar. Cheeses to try are:
Pepper Jack
Colby
Swiss
Gruyere
Mild Cheddar
Parmesan
Mozzarella
American
Extra Sharp Cheddar
Monterey Jack
You can even add about 4-6 ounces of cubed cream cheese to make it richer and creamier.
Sure! Just use cubed Velveeta for part of the cubed Cheddar or melt it into the cheese sauce instead of the shredded cheese.
You can. I don't think the texture is as good but non-dairy products like milk and vegan cheese will work.
📚 More recipes that understand you on a spiritual level
Let's be real - you came here for comfort, not kale. These are the warm, cheesy, slightly unhinged cousins of your new favorite mac.
- Chicken and Noodles Casserole: Creamy, cozy, and fully customizable - finish it in the oven for a crispy golden top or keep it on the stove for full-on retro comfort. Either way, it tastes like the 1950s called and left you their best casserole.
- Pimento Mac and Cheese: Rich, sharp, and Southern to the bone - this pimento mac tastes like secrets traded over deviled eggs and a cold Tab.
- Chicken Spaghetti: This is the one you bring to potlucks and suddenly everyone thinks you are the next Food Network star. Creamy, cheesy, kid-approved, and suspiciously addictive.
- Crockpot Mac & Cheese: Zero prep. Zero judgment. Maximum creamy payoff. Dump, set, and walk away like the kitchen magician you are.
🍽️ What to serve with mac & cheese (besides a smug sense of superiority)
I like to let this mac and cheese take center stage as a meatless main - it's rich enough to carry the whole meal without breaking a sweat. Add a side of Southern green beans or roasted Brussels sprouts to balance the decadence (barely). If you've got time, bake up a batch of cloverleaf rolls and finish things off with cinnamon-spiced apple rings for a sweet little throwback finale.
Holiday mac & cheese: the side dish that always gets seconds
This isn't just any baked mac - it's holiday table-worthy. Rich enough to stand next to turkey, bold enough to compete with ham, and beloved enough to cause fights over the last spoonful. Whether it's Thanksgiving, Christmas, or one of those "bring a dish" events with questionable potluck etiquette, this creamy, old-fashioned mac and cheese always shows up - and disappears fast.

Nothing says comfort food better than a plate of old fashioned mac and cheese.
Try this old fashioned baked macaroni and cheese bake topped with French fried onions instead of breadcrumbs. It's delicious!
Boxed mac had its time. This creamy, crispy, old-fashioned beauty is what happens when you level up your comfort food and stop settling for "meh." It's the kind of recipe that gets passed down, talked about, and requested at every gathering from here to forever. So go ahead - bake it once, and prepare to become That Person Who Makes The Mac & Cheese.
✨ Tried it and loved it? Don't keep it to yourself - leave a 5-star rating and a comment below so other casserole-loving souls know it's worth the butter. Bonus points if you brag about it at church potluck.
Tell me your mac & cheese add-ins - bacon? jalapeños? crushed Hot Cheetos? (Yes, that's a thing.) I wanna hear how you scandalize the classics.







Sue Turcsany says
Have made this several times already. It's so creamy and decadent with all the cheeses, this is a complete meal by itself. Doesn't even need a salad or vegetable along with it.
Ed Fisher says
I like Mac and Cheese. I made this recipe in two 9x6 casserole dishes so that they could be a little different. I added sliced and sautéed mushrooms to one and sautéed, julienned jalapeños to the other, too little as it turned out. It was four peppers and 4 oz mushrooms. Next time I will add more.
NOT BAD!
Jeanne says
Made this recipe yesterday for Labor Day. I added some melted butter to the bread crumbs on top. Was very good. Kids loved it