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Home » Recipes » Thanksgiving Recipes

Old Fashioned Baked Macaroni and Cheese

Published: Sep 9, 2023 · Updated: Feb 15, 2025 by Marye

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.
Total time for the recipe to be finished.Total Time 45 minutes minutes
Jump to Recipe Pin Recipe
Serving of gooey macaroni and cheese being removed from the dish.
Macaroni and cheese being served. Text overlay for Pinterest.

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.
Table of Contents
  • 🗝️ Key takeaways
  • 🧾 Ingredients
  • 📖 Variations
  • 🔪 Instructions
  • 🥫 Storage and reheating
  • 💭 Things to know
  • 📖 Recipe
  • 👩‍🍳 FAQs
  • 📚 Related recipes
  • 🍽️ Serve with...
  • 📞 The last word
  • 💬 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)

Cooked 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.

Labeled ingredients for macaroni and cheese recipe.

📖 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...
  • Some people like to add garlic powder to the cheese sauce.
  • 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.
  1. Melt the butter in a heavy pan over medium heat until it is melted and it foams. Don't let it start to darken.
  2. Whisk in the flour , reduce to medium-low heat, and continue to whisk until all the lumps are gone and it's smooth.
  3. 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.
  4. Cook until the mixture is light brown. This will take maybe 5 minutes or less.

Now the cheese sauce

Step by step images showing how to make a roux.
  1. 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.
  2. Cook and whisk until thickened. You're making a basic cream sauce.
  3. Whisk eggs and add some (about ¼ cup) of the hot mixture to them slowly, beating constantly.
  4. Now add the mixture back to the pan, whisking constantly. Cook, stirring constantly until it is thick and creamy.

Add cheese

Steps for adding cheese to the sauce.
  1. Add the cheese.
  2. Stir until smooth and it's ready to use!

Assemble it

Step by step images for making mac and cheese.
  1. 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.
  2. Stir in the sauce and add the cheese cubes.
  3. Stir and sprinkle the bread crumbs on top. Drizzle with butter.
  4. Bake until the top is crispy and the cheese is gooey.

🥫 Storage and reheating

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.

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.

If you love this recipe please give it 5 stars! ⭐️⭐️⭐️⭐️⭐️

📖 Recipe

Serving of gooey macaroni and cheese being removed from the dish.

Old Fashioned Baked Mac and Cheese

4.51 from 109 votes
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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.
Course Main Dish,Side Dish
Cuisine American
Prep Time: 15 minutes minutes
Cook Time: 30 minutes minutes
Total Time: 45 minutes minutes
Servings:8
Calories:656
Author:Marye Audet-White

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

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

This baked mac and cheese is full of old fashioned goodness, crispy, buttery bread crumbs, and those tell-tale strands of gooey cheese. It's the ultimate comfort food.
The main things to remember are:
  • 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 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.

Nutrition Facts

Calories: 656kcal | Carbohydrates: 32g | Protein: 23g | Fat: 48g | Saturated Fat: 29g | Cholesterol: 176mg | Sodium: 701mg | Potassium: 287mg | Fiber: 1g | Sugar: 5g | Vitamin A: 1495IU | Vitamin C: 0.6mg | Calcium: 606mg | Iron: 2.2mg

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.

👩‍🍳 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 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.

What are the best cheeses for baked 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.

📚 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.
  • We are big fans of pimento cheese - if you are too you'll love this pimento mac and cheese recipe!
  • Chicken spaghetti is a family favorite your family will love!
  • This super easy southern crockpot mac & cheese has almost 0 prep time.
  • A serving spoon filled with casserole.
    Easy Crockpot Cheeseburger Macaroni Casserole Recipe
  • Closeup of mac and cheese
    Mac and Cheese with Pulled Pork
  • A spoonfool of mac and cheese being removed from the skillet.
    Spicy Chicken Mac and Cheese
  • Angel Chicken Mac & Cheese on a white plate.
    Zesty Chicken Mac & Cheese

🍽️ Serve with...

I like to serve macaroni and cheese as a meatless main dish. I'll add southern green beans or pan fried brussels sprouts as a side dish.

These cloverleaf rolls are perfect if you have time. Cinnamon spiced apple rings are a delicious way to end the meal.

As a side dish I think I like it best with my Mom's meatloaf recipe!

Overhead view of a casserole dish with a serving removed and a serving plate nearby.

📞 The last word

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!

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Originally published November 2013. Last updated September 9, 2023, to improve editorial content.

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About Marye

Meet Marye Audet, a wizard in the kitchen and a storyteller at heart. Marye is like your eccentric but fun aunt who knows all the secret recipes and isn't afraid to spill them.

Comments

    4.51 from 109 votes (86 ratings without comment)

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    Love it? Give it 5 stars!




  1. Lisa V. says

    March 27, 2017 at 4:25 am

    I will need a little bit of everything during my upcoming move.

    Reply
  2. Priscilla P. says

    March 26, 2017 at 7:59 pm

    5 stars
    I want this because I love Rachael Ray products!

    Reply
  3. Dave L says

    March 26, 2017 at 4:20 pm

    I've never had a proper set of cookware, and this looks like a great set. Thank you for the chance to win.

    Reply
  4. Stephanie Liske says

    March 26, 2017 at 12:58 pm

    We have some nice pans, but they are not teenager proof, so was thinking these ones would be perfect for the teens! 😀

    Reply
  5. Penny Snyder says

    March 26, 2017 at 12:15 pm

    5 stars
    I love Rachel Ray products & could really use some new cookware!!

    Reply
  6. Susan Christy says

    March 26, 2017 at 12:18 am

    I have several pans with lids that don't fit, lids that have no matching pan and too many skillets and not enough saucepans.

    Reply
  7. Sharon Phares says

    March 25, 2017 at 10:28 pm

    5 stars
    This sounds ultra rich. Add green chilies, lobster, ham or whatever you have around. With the Rachel Ray cook wear I could really make it and serve it in the same pans, another plus! I would never be able to do that with my four decades old pans.

    Reply
  8. Kathleen E says

    March 25, 2017 at 8:22 pm

    I love the color blue. Mac and cheese recipe looks great!

    Reply
  9. elizabeth p says

    March 25, 2017 at 7:40 pm

    I want these pans because I haven't bought new in over 15 years. I make an excellent seafood mac and cheese and new pans would make it even more awesome.

    Reply
  10. Cameron Contessa says

    March 25, 2017 at 6:47 pm

    I have mix and matched hand me downs. A complete set of new pots and pans would be really nice

    Reply
  11. cheryl s says

    March 25, 2017 at 2:38 pm

    these would be great for my son who just moved into a townhouse with some buddies. Love the cobalt blue color

    Reply
  12. Meredith Dingley says

    March 25, 2017 at 12:27 pm

    I think they'd make a great gift for my mom.

    Reply
  13. beth shepherd says

    March 25, 2017 at 12:21 pm

    I would love to win for my daughter. Thank you!

    Reply
  14. katherine says

    March 25, 2017 at 11:11 am

    My daughter is getting married in July and pots and pans are on her registry~

    Reply
  15. chris v says

    March 25, 2017 at 10:44 am

    my cookware is getting very worn

    Reply
  16. Kristi C says

    March 25, 2017 at 7:30 am

    I would like these pans because my daughter is moving into her first apartment in the fall and we are having to get everything for her.

    Reply
  17. carol clark says

    March 24, 2017 at 8:30 pm

    my daughter just got her first place and this would be so nice to give her a new set of pans thats why i would like to win

    Reply
  18. Janet Morrissey says

    March 24, 2017 at 8:14 pm

    5 stars
    I'd actually like to win them as a gift for a friend whose been homeless and only just moved into an apartment and needs pretty much everything.

    I love homemade mac and cheese. It's so much better than the boxed stuff.

    Reply
  19. Julia Barnes says

    March 24, 2017 at 6:25 pm

    I would love to win this. I've been trying to slowly replace my pans.

    Reply
  20. Carol Blevins says

    March 24, 2017 at 2:11 pm

    4 stars
    I want these great pans because the few that I have now are very old and ugly.

    Reply
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Marye Audet-White, founder of Restless Chipotle Media

Hey Y'all, I'm Marye

Welcome to my kitchen! ☕

NY Times bestselling author. 10 cookbooks. Mom of 8 kids. Homeschooling mom for 22 years. Addicted to Hallmark Christmas Movies. Collector of old cookbooks.

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