• Skip to primary navigation
  • Skip to main content
  • Skip to primary sidebar

Restless Chipotle

  • About
  • Recipes
  • Meal Plan
    • Meal Plan Help
  • Newsletter
  • Video
menu icon
go to homepage
  • About
  • Recipes
  • Meal Plan
    • Meal Plan Help
  • Newsletter
  • Video
subscribe
search icon
Homepage link
  • About
  • Recipes
  • Meal Plan
    • Meal Plan Help
  • Newsletter
  • Video
×
Home » Recipes » Casserole Recipes

Old Fashioned Baked Macaroni and Cheese Recipe

Published: Sep 9, 2023 Last Updated: Sep 9, 2023 by Marye 2128 words. | About 11 minutes to read this article.

45 minutes mins
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
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.
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.

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...
  • 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 until it is melted and it foams. Don't let it start to darken.
  2. Whisk in the flour over medium-low heat 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

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.

📚 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.
  • 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.
  • A serving spoon filled with casserole.
    Easy Crockpot Cheeseburger Macaroni Casserole Recipe
  • Closeup of mac and cheese
    Mac and Cheese with Pulled Pork
  • Salsa verde mac and cheese feature image.
    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!

Get recipes to your inbox! Join the FREE membership group and get kitchen organizer packet ($9.99 value) as our gift.

We respect your privacy. Unsubscribe at anytime.

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.
4.50 from 104 votes

Old Fashioned Baked Macaroni and Cheese

Print Pin Recipe Save Saved!
Prevent your screen from going dark
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
As an Amazon Associate I earn from qualifying purchases.

Equipment Needed

  • rubber spatula
  • 13x9-inch pan

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

I earn a commission from Instacart from qualifying purchases.

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.
You'll find more helpful tips and variations in the body of the post.

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.

Sign up for the emails and never miss another recipe!!

    We'll never share your email or send you spam. Pinkie swear.

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

    📓 Meal plans in minutes

    Save time in the kitchen with this simple meal planning app. All the recipes without all the ads. Sign up now and get a 14 day free trial!

    Clickable image of the meal planning app.

    More Best Casserole Recipes

    • Chicken piccata casserole with a serving spoon resting on top.
      Creamy Chicken Piccata Casserole
    • Close up of casserole dish with a serving removed.
      Ultimate Buffalo Chicken Pasta Bake
    • The casserole on a white plate showing the layers of beef, vegetables, and cornbread.
      Cowboy Cornbread Casserole
    • Overhead view of the cassrole with a serving removed cropped square for feature image.
      Mexican Ground Beef Casserole

    Love it? Share it!

    2.4K shares
    • Facebook
    • Twitter

    About Marye

    With a 40 year focus on the importance of family and a passion for southern comfort food, Marye Audet-White is an expert in melding the two together effortlessly. Marye's a NY Times Bestselling author with 10 cookbooks under her belt and her recipes have been featured in Good Housekeeping, Country Living, Today, House Beautiful, Texas Living, Food & Wine, and many more.

    Reader Interactions

    Comments

      Leave a Reply Cancel reply

      Your email address will not be published. Required fields are marked *

      Love it? Give it 5 stars!




    1. Paula Michele Hafner

      March 28, 2017 at 10:16 am

      I enjoy cooking and haven't had a new set of pans in a long time. Most of mine are mismatched. These would be fun to use. (plus blue is my favorite color)

      Reply
    2. Robin Cutrell

      March 28, 2017 at 10:11 am

      My pans came from yard sales and goodwill - having a new set would be amazing!

      Reply
    3. Angela Thompson

      March 28, 2017 at 10:04 am

      I would cook a little bit of everything...every day...in these pans!

      Reply
    4. Leslie Stanziani

      March 28, 2017 at 9:49 am

      I want to win these as I need new pots and pans. I have not had a matching set in many years lol.

      Reply
    5. Rosanne

      March 28, 2017 at 9:38 am

      5 stars
      I have a mismatched set of beat up ol cookware. Maybe I'd cook more if I had these:)

      Reply
    6. brandy c

      March 28, 2017 at 7:20 am

      My old pans are slightly damaged and I love the color blue.

      Reply
    7. joseph gersch

      March 28, 2017 at 4:23 am

      i want to make omelets and sauces in these pans

      Reply
    8. Laurajj

      March 27, 2017 at 11:49 pm

      Oh these would be so wonderful for our family! I end up cooking two meals almost every night as I have celiac disease and the rest of the family eats normal. I would love a set of pans just for gluten free cooking so that I do not get the cross contamination.

      Reply
    9. shawna

      March 27, 2017 at 9:52 pm

      I would love to replace all our old rusty cookware with something nice.

      Reply
    10. laura bernard

      March 27, 2017 at 8:50 pm

      I would love to gift these pans to my amazing mama who has had the same set of pans for 27 years! She needs new!

      Reply
    11. Robin

      March 27, 2017 at 5:21 pm

      3 stars
      I would love to get a set to replace my hand me down pans.

      Reply
    12. Mandie McBride

      March 27, 2017 at 5:11 pm

      I want these pans because I have like two pans and I have to keep screwing the handles back on. LOL

      Reply
    13. susan smoaks

      March 27, 2017 at 1:40 pm

      I enjoy cooking and I would love to use this awesome set of pans. They really are nice.

      Reply
    14. Lee Mckeon

      March 27, 2017 at 10:52 am

      5 stars
      I love Rachel Ray products and I have never had a matching set!

      Reply
    15. Sue Barney

      March 27, 2017 at 10:51 am

      I would love to own these fantastic Rachel Ray pans my pans are well used and ready for a peaceful retirement! 🙂

      Reply
    16. Kyl Neusch

      March 27, 2017 at 9:30 am

      because I love Rachael Ray products

      Reply
    17. Lisa Coomer Queen

      March 27, 2017 at 8:52 am

      5 stars
      These are very nice! I would love to win them for my daughter who is just starting out on her own. Thanks!

      Reply
    18. Karrie

      March 27, 2017 at 6:49 am

      It's a beautiful set!! I would put them work and cook every night with pans like these

      Reply
    19. Jenny Ham

      March 27, 2017 at 6:01 am

      I have very few pans I could use a new set

      Reply
    20. Renee Simmons

      March 27, 2017 at 5:44 am

      Can't wait to try your recipe. Nothing more comforting then some homemade mac & cheese. Thank you for the pan set giveaway, have never gotten to that level of cookware. Clearance or "blue light" specials for me the last 30 year... would love a real set. LOL! TY for the ehance!

      Reply
    « Older Comments
    Newer Comments »

    Primary Sidebar

    Marye Audet-White, founder of Restless Chipotle Media

    Hey Y'all, I'm Marye.

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

    More about me →

    🎃 Pumpkin Spice

    • A stack of pumpkin bars on a plate showing the layers of spice cake and pumpkin.
      Pumpkin Gooey Bars
    • A close up of a square of the bread pudding showing the texture.
      Caramel Pecan Pumpkin Bread Pudding
    • Baked pumpkin scones glazed with icing.
      Classic Pumpkin Scones
    • A serving of pumpkin cake with a bite taken out of it.
      Pumpkin Spice Cake
    • Closeup view of the whole top of the pie for the feature image.
      Old Fashioned Pumpkin Pie
    • Slice of pumpkin cheesecake covered with caramel sauce and sprinkled with pecans.
      Pumpkin Cheesecake

    Get 14 Days FREE

    Clickable image of the meal planning app.

    👑 Reader Favorites

    • Square overhead of chicken for feature image.
      Crockpot Angel Chicken
    • Close up of the sauce showing the creamy texture.
      Copycat Red Robin Campfire Sauce Recipe
    • Wooden spatula removing fried potatoes out of iron skillet.
      How to Make Crispy Fried Potatoes
    • Blue cocktail with a red and white straw.
      Sex in the Driveway: Bright Blue Cocktail
    • A sliced loaf of english muffin bread.
      English Muffin Bread Recipe
    • Two finished loaves of Amish white bread cooling on a table.
      No-Fail Amish White Bread

    🥣 Best Soups for Fall

    12 Best Fall Soup Recipes

    Footer

    ^ back to top

    About

    • About Marye Audet-White
    • Privacy Policy
    • Terms & Conditions
    • Accessibility Policy
    • Become a Sponsor
    • Contact
    MaryeAudet Whiteandherchildren Dec

    Featured In:

    Places Restless Chipotle has been featured

    Copyright ©2006 - 2023 Restless Chipotle Media, LLC