Old Fashioned Baked Macaroni and Cheese Recipe

Name: Old Fashioned Baked Macaroni and Cheese
Prep time: 15 min
Cook time: 30 min
Total time: 45 min
Ingredients: 16 ounces elbow macaroni (cooked and drained); 1/2 cup butter; 1/2 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; 1/2 teaspoon salt; Fresh ground black pepper (generously to taste); 2 cups medium cheddar cheese (about 1/2 pound, shredded); 3 cups sharp cheddar cheese (This is about 3/4 pound 1 cup shredded, the rest cubed); 1 cup diced Swiss cheese (about 1/4 pound); 2 cups breadcrumbs (Panko works great - or use crushed Ritz crackers); 1/3 cup butter (melted)

Each spoonful of this baked macaroni and cheese is an old fashioned delight of creamy sauce, tender macaroni, a scatter of crispy breadcrumbs, and a forest of gooey cheese strings stretching from casserole to serving spoon. Gramma would approve.

Jump to Recipe

Serve this classic comfort food along with your favorite memories for a family dinner they'll remember.

A serving of macaroni and cheese being lifted from the baking dish with melted strings of cheese hanging off the spoon.

Jump to:

🗝️ Key takeaways
🧾 Ingredients
📖 Variations
🔪 Instructions
Add cheese
Assemble it
🥫 Storage
💭 Things to know
👩‍🍳 FAQs
📚 Related recipes
🍽️ Serve with...
📞 The last word
📖 Recipe
📓 Meal plans in minutes
💬 Comments

🗝️ Key takeaways

Mac & cheese has been crowd pleasing for generations... and it's budget friendly!
It's a a necessary side dish at all holidays and cookouts but I like to serve it as a meatless main dish once in awhile.
(techniques they'll learn or some other informative fact from the post)

Elbow macaroni is swathed in the smoothest sauce, with cubes of two types of cheese stirred in. It soaks up even more cheesy goodness while it's baking.

Every bite is a combination of tender macaroni, creamy sauce, and gooey strings of cheese.

Buttery, crunchy crumbs add texture and an extra pop of flavor to the top.

If comfort food had a hierarchy this retro mac and cheese recipe would be the goddess of them all.

🧾 Ingredients

This is an overview of the ingredients. You'll find the full measurements and instructions in the green recipe card (printable) at the bottom of the page.

📖 Variations

I like to use Panko for the top because it stays crispier but homemade bread crumbs or crushed Ritz crackers are fine, too.
Mac & Cheese is versatile, you can add almost anything. Bacon, smoked sausage, leftover roast beef, your favorite vegetables...
Use any shape of pasta you like.
Try using evaporated milk instead of regular milk. It's even creamier!

Next time try the tavern style skillet mac and cheese with beer.

🔪 Instructions

This is an overview of the instructions. Full instructions are in the green recipe card at the bottom of the page.

How to make roux

The creamy roux is the secret to gooey, delicious baked macaroni and cheese! It's easy - here's how... (you an also watch the 2 minute video for a look at the technique in action!)

Step by step images showing how to make a roux.

Melt the butter in a heavy pan until it is melted and it foams. Don't let it start to darken.
Whisk in the flour over medium-low heat until all the lumps are gone and it's smooth.
Continue to cook, stirring often and making sure that stir in the mixture from the sides of the pan. I use a rubber spatula for this.
Cook until the mixture is light brown. This will take maybe 5 minutes or less.

Now the cheese sauce

Now whisk in the milk a little at a time. It will bubble up and get lumpy but that's ok - just keep adding the milk and whisking until it's smooth.
Cook and whisk until thickened. You're making a basic cream sauce.
Whisk eggs and add some (about ¼ cup) of the hot mixture to them slowly, beating constantly.
Now add the mixture back to the pan, whisking constantly. Cook, stirring constantly until it is thick and creamy.

Add cheese

Add the cheese.
Stir until smooth and it's ready to use!

Assemble it

Step by step images for making mac and cheese.

Spray a casserole dish with no-stick spray. Bring a large pot of water to a boil and add a little bit of salt. Cook the macaroni just past the a la dente stage. Drain and add to the prepared baking dish with the creamy cheese sauce.
Stir in the sauce and add the cheese cubes.
Stir and sprinkle the bread crumbs on top. Drizzle with butter.
Bake until the top is crispy and the cheese is gooey.

🥫 Storage

Cover with plastic wrap or put leftovers in an airtight container. It will be fine in the refrigerator for up to 4 days.

This freezes well for 3 months or so. Cover tightly with aluminum foil and freeze.

Thaw in the refrigerator overnight then cover with aluminum foil and heat in a 350F oven for about 30 minutes, or until hot all the way through. You may need to add a little extra milk.

💭 Things to know

Expert Tip: For best flavor use a mixture of different cheeses. I used Swiss, medium Cheddar, and sharp Cheddar cheese but you can use any combination you like. A smoked Cheddar or Pepper Jack is fabulous in this!

This baked mac and cheese is full of old fashioned goodness.

Those tell-tale strands of gooey cheese pull up with every spoonful. Crispy, buttery breadcrumbs add texture to every bite.

Making this family favorite from scratch instead of from a box takes a little more time but it's just SO good!

The cheesiness comes from two kinds of cheese used in two different ways. You can use more varieties if you like.
Grate the cheese from a block of cheese - it will have a creamier texture when it melts.
Whole milk works better than low-fat or fat free milk.
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.
Put together this old fashioned macaroni and cheese casserole the night before if you like, just be sure to leave off the crumbs until you are ready to bake. When you get home from work the next evening, or get home from sky diving, or whatever it is you do, add the crumbs and slide it into the oven for a half hour while you relax with a glass of wine and your favorite reality show.
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.
Should you cover baked mac and cheese when cooking? Nope - it's not necessary. Baking it uncovered gives it a nice crispy top.

👩‍🍳 FAQs

Can you make this ahead of time and bake later?

Yes you can. Cover it and refrigerate without the crumbs on top. Just before baking add the crumbs and you're ready to go!

How long does macaroni and cheese keep?

You can keep leftovers tightly covered in the refrigerator for at least 3 days and up to 5. I like to seal serving sized squares of it in my vacuum sealer so that during the busiest times the family can grab, microwave, and go!

Can you freeze it?

You can but the texture will change. Wrap it tightly and freeze for up to three months.

How do you make it creamy again when reheating?

Be sure to add some milk when reheating and keep the dish covered. That will revive it a little and keep it from drying out.

How to reheat macaroni and cheese

Cover with foil and bake at 350F for about 20 minutes or until heated through.

What are the best cheeses for mac & cheese?

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

Why shouldn't I use pre-shredded cheese?

Pre-shredded cheese is dusted with cellulose to keep it from clumping together. This also keeps it from melting into a creamy sauce. Always buy a block of cheese and grate it yourself.

Can I use non-dairy milk in this recipe?

You can. I don't think the texture is as good but non-dairy products like milk and vegan cheese will work.

When the weather starts getting chilly I start craving comfort food. Here are some of my favorites -

Chicken and Noodles casserole can be finished in the oven with a crispy topping or on top of the stove for old fashioned, creamy goodness.
Cheesy Mexican Lasagne is the perfect mixture of Italian and Tex-Mex. Corn tortillas are layered with cheese, refried beans, and spiced ground beef to create an easy, make-ahead meal the whole family will love.
Chicken spaghetti is a family favorite your family will love!
This super easy southern crockpot mac & cheese has almost 0 prep time.