There’s something special about a bubbling dish of Old-Fashioned Baked Macaroni and Cheese coming straight from the oven. Tender macaroni is coated in a rich, creamy cheese sauce, layered with plenty of shredded cheese, and baked until golden and bubbling.

This classic homemade version is perfect for Sunday dinners, Thanksgiving, Christmas, potlucks, family gatherings, or anytime you’re craving real comfort food.

Unlike boxed macaroni and cheese, this recipe has a rich homemade sauce, layers of melted cheese, and a beautiful golden crust.

Why You’ll Love This Recipe

• Creamy and cheesy
• Golden, bubbly top
• Classic old-fashioned flavor
• Easy homemade cheese sauce
• Perfect for holidays
• Great family side dish
• Can be prepared ahead
• Delicious as a main dish or side

Ingredients

For the Macaroni

• 1 pound elbow macaroni
• 1 tablespoon salt, for the pasta water

For the Cheese Sauce

• 4 tablespoons unsalted butter
• 4 tablespoons all-purpose flour
• 3 cups whole milk
• 1 cup evaporated milk
• 1 teaspoon salt
• ½ teaspoon black pepper
• ½ teaspoon garlic powder
• ½ teaspoon onion powder
• ½ teaspoon paprika
• 1 teaspoon Dijon mustard, optional
• 3 cups shredded sharp cheddar cheese
• 1 cup shredded Monterey Jack cheese
• 1 cup shredded mozzarella cheese

For the Topping

• 1 cup shredded sharp cheddar cheese
• ½ cup shredded Monterey Jack cheese
• 2 tablespoons butter, melted
• ½ cup breadcrumbs, optional
• ¼ teaspoon paprika

Best Cheese for Baked Mac and Cheese

For the best flavor and texture, use a combination of cheeses.

Sharp Cheddar

Provides the classic bold cheesy flavor.

Monterey Jack

Melts beautifully and adds creaminess.

Mozzarella

Creates delicious cheese pulls and extra stretch.

You can also experiment with:

• Colby Jack
• Gouda
• Mild cheddar
• Gruyère
• Pepper Jack
• Parmesan

For the smoothest sauce, shred cheese from a block rather than relying entirely on pre-shredded cheese.

Equipment

You’ll need:

• Large pot
• Colander
• Large saucepan
• Whisk
• Wooden spoon
• 9×13-inch baking dish
• Mixing spoon
• Cheese grater

How to Make Old-Fashioned Baked Macaroni and Cheese

Step 1: Preheat the Oven

Preheat your oven to:

375°F (190°C)

Lightly butter a 9×13-inch baking dish.

Set aside.

Step 2: Cook the Macaroni

Bring a large pot of water to a rolling boil.

Add approximately 1 tablespoon of salt.

Add the elbow macaroni.

Cook according to the package directions, but remove it about 1–2 minutes before it reaches full tenderness.

The pasta should be slightly firm because it will continue cooking in the oven.

Drain well.

Don’t rinse the pasta.

Set aside.

Step 3: Make the Roux

Melt the butter in a large saucepan over medium heat.

Once melted, sprinkle in the flour.

Whisk continuously for approximately 1–2 minutes.

The mixture should become smooth and bubbly.

Don’t allow the flour mixture to become dark brown.

Step 4: Add the Milk

Slowly pour in the whole milk while whisking constantly.

Add the evaporated milk.

Continue whisking until the mixture is smooth.

Cook over medium heat for approximately 4–6 minutes, stirring frequently.

The sauce should gradually thicken.

Step 5: Season the Sauce

Add:

• Salt
• Black pepper
• Garlic powder
• Onion powder
• Paprika
• Dijon mustard, if using

Stir well.

Taste the sauce and adjust the seasoning as needed.

Remember that the cheese will add additional salt and flavor.

Step 6: Add the Cheese

Reduce the heat to low.

Add the shredded cheddar, Monterey Jack, and mozzarella gradually.

Stir after each addition until melted before adding more.

Continue stirring until the sauce becomes smooth, creamy, and completely melted.

Don’t boil the cheese sauce.

Excessive heat can cause the cheese to separate and become greasy.

Step 7: Combine With the Pasta

Add the drained macaroni to the cheese sauce.

Stir gently until every piece of pasta is thoroughly coated.

At this stage, the macaroni should look very creamy.

Don’t worry if it seems slightly more saucy than you expect—the pasta will absorb some of the sauce while baking.

Step 8: Layer the Macaroni and Cheese

Pour half of the macaroni mixture into the prepared baking dish.

Sprinkle approximately half of the topping cheeses over the pasta.

Add the remaining macaroni.

Finish with the remaining shredded cheddar and Monterey Jack.

This creates delicious layers of melted cheese throughout the casserole.

Step 9: Prepare the Topping

In a small bowl, combine:

• Melted butter
• Breadcrumbs
• Paprika

Mix until the breadcrumbs are evenly coated.

Sprinkle them lightly over the top.

If you prefer an extra-cheesy crust, you can skip the breadcrumbs and simply use additional shredded cheese.

Step 10: Bake

Place the baking dish in the preheated oven.

Bake uncovered for approximately:

25–30 minutes

The macaroni and cheese should be:

• Bubbling around the edges
• Hot throughout
• Golden on top
• Completely melted

For an extra-golden top, turn on the broiler for the final 1–2 minutes.

Watch it carefully because the cheese can burn quickly.

Step 11: Rest Before Serving

Remove the dish from the oven.

Allow it to rest for approximately 10–15 minutes before serving.

This gives the cheese sauce time to settle and makes the macaroni easier to scoop.

Tips for the Best Old-Fashioned Macaroni and Cheese

Don’t Overcook the Pasta

Slightly undercooked pasta is ideal because it continues cooking in the oven.

Shred Your Own Cheese

Freshly shredded cheese generally melts more smoothly than many pre-shredded varieties.

Don’t Boil the Cheese Sauce

Keep the heat low after adding cheese.

High temperatures can cause the sauce to become grainy or oily.

Use Whole Milk

Whole milk provides a richer, creamier sauce.

Don’t Skimp on Seasoning

Macaroni and cheese needs enough seasoning to balance all the dairy.

Taste the sauce before adding the pasta.

Let It Rest

A short resting period after baking makes a big difference in texture.

How to Make It Extra Creamy

If you prefer an exceptionally creamy baked macaroni and cheese, add:

• 4 ounces softened cream cheese

to the cheese sauce before adding the shredded cheeses.

You can also replace some of the whole milk with heavy cream.

Don’t add too much, however, because excessive dairy can make the casserole overly rich.

Southern-Style Variation

For a more traditional Southern-inspired version, use:

• Sharp cheddar
• Colby Jack
• Monterey Jack

Add a little paprika and black pepper.

You can also layer additional cheese between the macaroni before baking.

Some versions use eggs for a firmer, custard-like texture, while this recipe uses a creamy cheese sauce for a softer, richer result.

Extra Cheesy Version

For an especially cheesy casserole, increase the total shredded cheese by about 1–2 cups.

A combination of:

• Sharp cheddar
• Colby Jack
• Monterey Jack
• Gouda

works beautifully.

Add-Ins and Variations

Bacon Mac and Cheese

Cook 6–8 slices of bacon until crisp.

Crumble and stir half into the macaroni, then sprinkle the remaining bacon over the top.

Jalapeño Mac and Cheese

Add 1–2 finely diced jalapeños to the cheese sauce.

BBQ Chicken Mac and Cheese

Add shredded cooked chicken and a small amount of barbecue sauce before baking.

Broccoli Mac and Cheese

Stir in steamed broccoli florets for a hearty vegetable version.

Lobster Mac and Cheese

Fold cooked lobster meat into the finished cheese sauce before baking.

Make-Ahead Instructions

You can assemble the macaroni and cheese ahead of time.

Prepare the recipe through the layering stage.

Cover tightly and refrigerate for up to 24 hours.

When ready to bake, allow the dish to sit at room temperature for approximately 20–30 minutes.

Bake at 375°F until hot and bubbling.

Because the casserole is starting cold, it may require an additional 10–15 minutes of baking time.

Storage

Allow leftovers to cool before transferring them to an airtight container.

Refrigerate for up to 3–4 days.

Reheating Instructions

For individual portions, microwave gently until hot.

For larger portions, place the macaroni and cheese in an oven-safe dish.

Add a small splash of milk.

Cover with foil and heat at 350°F until warmed through.

Remove the foil during the final few minutes if you want the top to become crisp again.

Freezing Instructions

Baked macaroni and cheese can be frozen.

For best results, freeze it before baking if you are intentionally preparing it as a freezer meal.

Wrap the assembled casserole tightly with plastic wrap followed by aluminum foil.

Freeze for up to approximately 2–3 months.

Thaw overnight in the refrigerator before baking.

Frequently Asked Questions

Why is my baked macaroni and cheese dry?

The most common causes are overcooking the pasta, using too little sauce, or baking for too long.

Make sure the pasta is slightly undercooked and don’t leave the casserole in the oven longer than necessary.

Why did my cheese sauce become grainy?

The sauce may have been overheated after the cheese was added. Keep the heat low and avoid boiling.

Can I use different pasta?

Yes. Try:

• Cavatappi
• Shells
• Rotini
• Penne
• Rigatoni

Elbow macaroni remains the classic choice.

Can I use pre-shredded cheese?

Yes, but freshly shredded cheese usually melts more smoothly.

Can I make this without breadcrumbs?

Absolutely. Simply top the casserole with extra cheese for a classic cheesy crust.