Serve this classic recipe along with your favorite memories for a family dinner they'll remember.
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❤️ Why we love this recipe
- It's full of old fashioned goodness with creamy sauce and gooey cheese just like grandma used to make.
- You can assemble or make it ahead of time.
- Mac & cheese has been crowd pleasing for generations... and it's budget friendly!
Tender macaroni is swathed in the smoothest sauce, with cubes of two types of cheese stirred in so that 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.
Unless you want to give this crockpot cheeseburger mac & cheese a try...
🧾 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.
🔪 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!)
- 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.
- Beat the 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
- 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 a casserole 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 350 oven for about 30 minutes, or until hot all the way through.
📖 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!
💭 Things to know
Expert Tip: For best flavor use a mixture of different kinds of cheese. I used Swiss, sharp Cheddar, and medium Cheddar 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, crispy, buttery bread crumbs, and those tell-tale strands of gooey cheese. Making this family favorite from scratch instead of from a box is easy!
- 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.
- 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.
👩🍳 FAQs
Yes you can. Cover it and refrigerate without the crumbs on top. Just before baking add the crumbs and you're ready to go!
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!
You can but the texture will change. Wrap it tightly and freeze for up to three months.
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.
Cover with foil and bake at 350F for about 20 minutes or until heated through.
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
📚 Related recipes
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.
- King Ranch Casserole is made with chicken, Ro*Tel, and onion mixed with a creamy, rich sauce and layered in a casserole dish with corn tortillas and a generous amount of cheese. Very quick meal.
- 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
- Old Fashioned Stuffed Bell Peppers are an inexpensive comfort food that can be made in the oven, crockpot, or top of stove. There are a lot of variations but here is how I like them, my Mom's Depression era recipe.
- Chicken spaghetti is a family favorite your family will love!
- This super easy southern crockpot mac & cheese has almost 0 prep time.
Next time try the tavern style skillet mac and cheese with beer.
🍽️ Serve with...
If you're using macaroni and cheese as a main dish and wondering what kind of side dish to serve with it I've got you! Here are some of my favorite go-withs!
- buttered broccoli is simple and is perfect with the richness of this dish
- southern green beans go with everything
- a crispy salad
- pan fried brussels sprouts
- a big pan of grandma's cloverleaf rolls
- this marinated green bean salad but I'd leave out the potatoes.
- spiced apple rings
- fried cabbage
- fresh sliced tomatoes with salt and pepper
If you're using it as a side dish then mac and cheese goes with -
- pork chops
- chicken
- fried chicken or chicken nuggies
- bbq beef
- bbq pork or chicken
- meatloaf
- hamburgers
- hot dogs or corn dogs
Restless Chipotle recommends...
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📞 The last word
There is absolutely nothing that can boast its comfort food status better than a plate of old fashioned mac and cheese.
The tender macaroni is not only is swathed in the rich, cheesy sauce but the macaroni soaks even more up while it's baking.
Try this macaroni and cheese bake with a topping of French fried onions instead of breadcrumbs. It's delicious!
If you click on the number of servings in the recipe card you can adjust the measurements up or down for the exact number of servings you need. Don't forget that you can click on "add to collection" to save it to your own, private recipe box!
If you love this recipe please give it 5 stars! ⭐️⭐️⭐️⭐️⭐️
Old Fashioned Baked Macaroni and Cheese
Print Pin Recipe SaveEquipment Needed
Ingredients
- 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
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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
- 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.
- I like to use Panko for the top because it stays crispier but homemade bread crumbs or crushed Ritz crackers are fine, too.
- 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.
- Mac & Cheese is versatile, you can add almost anything. Bacon, smoked sausage, leftover roast beef, your favorite vegetables...
- 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 then 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.
- Cornflakes work great in place of the breadcrumbs on the top.
Nutrition Facts
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We'll never share your email or send you spam. Pinkie swear.Originally published November 2013. Last updated November 10, 2022 for editorial content.
Ed Fisher
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
Made this recipe yesterday for Labor Day. I added some melted butter to the bread crumbs on top. Was very good. Kids loved it
Julia
Baked mac and cheese is my weakness. I just love it!! Your recipe looks so delicious. I can't imagine the holidays without a side of macaroni and cheese.
Lisa Weidknecht
Thank you SO much! I am so excited to have won!
Christy Leonard
I want these pans because my favorite color is blue and these would go perfect in my kitchen.
Karen D
Right now my pans are a combination of early American hand me downs. Getting a matched set is on my list of stuff to do this year. 🙂
Susan Chester
I would love to win these pans for my mother. Her pans are awful!
Laurie Emerson
I would love to have these pans as I cook for between 6-10 people each night of the week. The ones I have now are getting so old and tired (a lot like me). These would make cooking so much easier!
Brittney House
My pans are really old and it's gets embarrassing when inviting others over for a meal.
Dorothy Deakyne
my pans are shot and i am a senior raising grand son, so i do lots of cooking/baking
Donna Clifford
We need new pans. 🙂
Tara Woods
I would love to own a complete set for cooking and this is beautiful. I love the color.