Old Fashioned Baked Macaroni and Cheese (Extra Creamy!)

Here’s a creamy, saucy Old Fashioned Baked Macaroni and Cheese recipe that is packed with bold flavor and will never turn out bland or dry.

Old Fashioned Baked Macaroni and Cheese with a spoon scooping some out.

There are plenty of reasons to adore this Old Fashioned Baked Macaroni and Cheese. It’s the kind of recipe that brings together rich flavors, creamy textures, and cozy nostalgia:

  • Cheesy Goodness: The combination of sharp cheddar, Gruyere or Monterey Jack, and Parmesan creates a depth of flavor that cheese lovers will relish.
  • Never Bland: Lots of tricks included to ensure every bite is flavorful.
  • Creamy Sauce Perfection: Avoid any graininess with pro tips below.
  • Saucy Consistency: Steal my top moves to keep your baked mac and cheese from drying out.

Here’s What You Need for this Old Fashioned Baked Macaroni and Cheese Recipe

Dive into the world of creamy, cheesy goodness with this classic baked mac and cheese. You’ll need a combination of simple ingredients, some room for tweaks to suit your taste, and a few kitchen tools.

Baked Macaroni and Cheese ingredients

Old Fashioned Baked Macaroni and Cheese Ingredients

Let’s break down the roles of each ingredient:

  • Elbow Macaroni: The foundation of the dish, providing a perfect texture for holding cheese.
  • Butter: Adds richness and helps in making the roux for the cheese sauce.
  • All-Purpose Flour: Works with butter to form the roux, which thickens the sauce.
  • Whole Milk: Creates the creamy base of the cheese sauce.
  • Sharp Cheddar Cheese: Adds a deep, tangy flavor to the sauce. Mild cheddar cheese doesn’t offer as much flavor, keeping in mind it will be diluted by the milk.
  • Gruyere, Monterey Jack or Colby Jack Cheese: Any of these options melt well, adding creaminess and a smooth texture.
  • Parmesan Cheese: Offers a nutty, salty flavor that enhances the overall taste.
  • Salt: Balances and enhances the flavors in the dish.
  • Onion Powder, Black Pepper, Paprika, Garlic Powder: These spices add depth and complexity to the cheese sauce.
Crunchy topping for baked mac and cheese.

For Topping:

  • Breadcrumbs: Add a crunchy texture contrast to the creamy macaroni.
  • Melted Butter: Helps toast the breadcrumbs, adding flavor and crunch.
  • Dried Parsley: Adds a hint of color and freshness.
cheese for baked macaroni and cheese.

What kind of cheese is best in mac and cheese?

  • Sharp Cheddar: Provides a classic, tangy flavor that’s essential for that quintessential mac and cheese taste.
  • Gruyere or Monterey Jack: Melts smoothly and adds a rich, creamy texture along with a nutty or buttery flavor.
  • Parmesan: Offers a salty, umami kick; perfect for enhancing overall flavor, especially when mixed into the sauce or sprinkled on top.

Here’s my complete lowdown on the best cheese for baked macaroni and cheese, with everything you need to know on melting and flavor.

grating cheese.

Recipe Variations and Substitutions

Customize this recipe to make it your own:

  • Different Pasta Shapes: Try shells or fusilli for a twist on texture.
  • Toppings: Use crumbled ritz crackers instead of bread crumbs (just like my mom used to!).
  • Add-Ins: Consider mixing in cooked bacon, broccoli, or sautéed mushrooms.
cheddar cheese sauce for macaroni and cheese.

Grab these Tools

Make sure you have these tools to bring this dish to life:

  • Large Pot: For cooking the pasta.
  • Colander: To drain the cooked pasta.
  • Cheese Grater or Food Processor: When I’m grating a lot of cheese, I pull out my food processor to make quick work of it.
  • Saucepan: To prepare the cheese sauce.
  • Whisk: Essential for making a smooth, lump-free sauce.
  • Large Mixing Bowl: For combining the pasta and sauce.
  • 9×13-inch Baking Dish: To bake the mac and cheese.
  • Measuring Cups and Spoons: For accurately measuring the ingredients.
  • Oven Mitts: To handle the hot baking dish safely.
Adding bread crumbs on  baked macaroni and cheese.

How to Make Old Fashioned Baked Macaroni and Cheese: An Easy Guide

Get ready for the ultimate comfort food with this Old Fashioned Baked Macaroni and Cheese recipe. It’s a straightforward process that results in a creamy, cheesy, and utterly satisfying dish.

Pasta Preparation

  • Boil the Pasta: Start by boiling the elbow macaroni in salted water until it’s just al dente. Then drain it and set it aside. This prevents the pasta from becoming too soft during baking.

Making the Creamy Cheese Sauce

  • Create the Roux: Melt butter in a saucepan and whisk in the flour. Cook this mixture for a couple of minutes.
Combining butter and flour in a saucepan.
  • Add the Milk: Gradually pour in the milk, a little at a time, continuously whisking to avoid lumps. Keep stirring until the mixture thickens.
Adding milk to butter and flour mixture in saucepan.
  • Add the Cheeses: Turn off the heat and stir in the cheeses a small handful at a time until they melt into the sauce.
Adding cheddar cheese to sauce for macaroni and cheese.
  • Season the Sauce: Enhance the sauce with salt, onion powder, black pepper, paprika, and garlic powder.

Combining Pasta and Sauce

  • Mix Together: Add the cooked pasta to the cheese sauce. Stir well to ensure each piece of pasta is coated in the cheesy goodness.
Combining sauce and cooked macaroni pasta.

Preparing the Crunchy Topping

  • Make the Breadcrumb Mixture: In a separate bowl, mix together the bread crumbs, melted butter, and dried parsley.
Mixing mac and cheese ingriedients.

Assembling and Baking

  • Transfer to the baking Dish: Transfer the macaroni and cheese into a greased casserole dish.
Transferring macaroni and cheese to casserole.
  • Add crunchy topping: Sprinkle the breadcrumb mixture evenly over the top.
  • OPTIONAL: Add some cubes of cheese to make a dramatic cheese pull when you scoop it out.
Adding cubes of cheese to the top of old fashioned macaroni and cheese.
  • Bake: Place the dish in a preheated oven and bake until the top is golden brown and the cheese is bubbly.

Finishing Touches

  • Cool and Garnish: Let the baked macaroni and cheese cool slightly before serving. This step allows it to set a bit, making it easier to serve. Garnish with freshly chopped parsley if desired.

Following these steps will lead you to a wonderfully indulgent and comforting bowl of Old Fashioned Baked Macaroni and Cheese, perfect for any day that calls for a little extra coziness.

Read next: The Ultimate Cheese Sauce for Mac and Cheese to learn how to make perfect cheese sauce that is never grainy or bland.

Make Ahead and Storage

For the creamiest, saucy mac and cheese that’s never dry, it’s best to bake it right away after assembling it, while the macaroni and sauce are both still hot.  The longer it stands, and the longer it’s baked, the more the pasta absorbs the moisture. If you bake it immediately, all you need is a quick 15 minutes in the oven to crisp the topping. 

  • If you want to assemble the mac and cheese ahead but still have it be super saucy and creamy, reduce the pasta quantity to 9 oz.
  • Refrigerating Leftovers: Store any leftovers in an airtight container in the refrigerator for up to 3 days.
  • Freezing Unbaked: Assemble the dish without the breadcrumb topping, wrap it well, and freeze for up to 2 months. Thaw overnight in the refrigerator before baking.
  • Freezing Baked: You can also freeze the baked macaroni and cheese. Cut it into portions, wrap tightly, and store in the freezer for up to 3 months.
  • Reheating: Reheat in the oven or microwave. If frozen, thaw in the refrigerator first and bake covered in foil until heated through. Add a splash of milk when reheating to bring back creaminess. Only remove foil to crisp up the topping.
  • Breadcrumb Topping: If freezing, add the breadcrumb topping just before baking to maintain its crispness.

How to Serve This Old Fashioned Baked Macaroni and Cheese Recipe

Serving this classic Old Fashioned Baked Macaroni and Cheese can vary depending on whether it’s the star of your meal or a delicious side dish.

I’ll share a few ideas below, but you don’t want to miss my comprehensive guide to What Goes Well With Mac and Cheese.

Old Fashioned Baked Macaroni and Cheese with a spoon scooping some out.

Baked Mac and Cheese As a Main Dish

When serving the macaroni and cheese as the main course:

  • Portion Sizes: Serve generous portions as it’s the main focus of the meal.
  • Pairings: Serve a main course mac and cheese with a simple side salad or steamed vegetables (like pan-fried asparagus) to balance the richness of the cheese.
  • Garnishes: Add a sprinkle of fresh herbs like parsley or chives for color and a fresh flavor boost.

Mac and Cheese as a Side Dish

If the mac and cheese is playing a supporting role:

  • Smaller Portions: Serve smaller portions alongside the main entrée.
  • Pair with a Protein: It pairs wonderfully with grilled meats, barbecue, or roasted chicken or light and crispy fried chicken.
  • Complementary Sides: Consider additional sides like a tangy cabbage slaw or roasted candied brussels sprouts to complement its creamy texture.
Light and crispy fried chicken.

Tasty Toppings and Add-Ins

Enhance your mac and cheese with these options:

  • Crispy Bacon Bits: Add a savory crunch with some chopped cooked bacon sprinkled on top.
  • Chopped Herbs: Fresh herbs like parsley or chives can add a burst of freshness.
  • Extra Cheese: For cheese enthusiasts, a little extra grated cheese on top before baking adds more gooeyness.
  • Sautéed Vegetables: Mix in sautéed mushrooms, spinach, or broccoli for a nutritious twist.

5 Common Mistakes When Making Old Fashioned Baked Macaroni and Cheese

Here are the most frequent mix-ups to avoid when making Old Fashioned Baked Macaroni and Cheese:

  1. Not Salting the Pasta Water Enough: Not adding enough salt to the pasta water will lead to a bland overall flavor in the final mac and cheese. Properly salted water makes the final dish vibrant and flavorful.
  2. Overheating the Cheese Sauce: Heating the sauce too much after adding the cheese can cause it to separate and become grainy. It’s important to add the cheese with the heat off or over low heat, and not while the sauce is still boiling hot.
  3. Overbaking: Baking the dish for too long can dry it out. The pasta will keep slurping up sauce for as long as it’s in the oven, and meanwhile, moisture is evaporating with the heat of baking. Watch for a golden-brown top and bubbly edges as signs it’s ready.
  4. Using Too Much Pasta: Not measuring the macaroni can result in too much pasta, which absorbs excess sauce and makes the macaroni and cheese dry. Stick to the specified amount for the perfect sauce-to-pasta ratio.
  5. Using Pre-Shredded Cheese: Pre-shredded cheese often contains anti-caking agents, which can make the melted cheese grainier and less creamy than freshly shredded cheese. Shred your own for best results.

How do you keep mac and cheese creamy when baking?

  1. Avoid overbaking: Bake just until the top is golden and bubbly. Overbaking can dry out the sauce.
  2. Bake while the cheese sauce is hot: to avoid having to bake it a long time to heat through, I strongly recommend that you have the cheese sauce hot before you assemble and put it in the oven. To make in advance, it’s ideal to prep the cheese sauce separately so you can reheat it gently before combining it with the cooked macaroni. As soon as you add pasta, the pasta will start absorbing the sauce. The longer the two are together, the more of the sauce gets pulled into the macaroni and the less creamy your mac and cheese will be.
  3. Measure the dry macaroni: To restate what I said above, if you add more pasta, more sauce will be absorbed and the less saucy and more dry the final dish will be. Best to truly measure the mac.
Seasoning cheddar cheese sauce for macaroni and cheese.

How do you increase the flavor of cheese in mac and cheese?

Increasing the flavor of cheese in mac and cheese can be achieved through various tricks, ensuring each bite is as flavorful as possible:

  • Choose Strong Cheeses: Use cheeses with bold flavors, like aged sharp cheddar, parmesan, smoked gouda, or a bit of blue cheese, to intensify the cheesy taste.
  • Add Cream Cheese or Boursin: A small amount of cream cheese or herbed Boursin can add depth and creaminess.
  • Mix in Mustard Powder or Cayenne: These can enhance the cheese flavor without overpowering it.
  • Use Freshly Grated Cheese: Freshly grated cheese melts better and often has a stronger flavor compared to pre-shredded varieties.
  • Sufficiently Salt the Pasta Water: Properly salting the pasta water is crucial. It’s the first step in building flavor, as unsalted pasta can make the whole dish taste bland.
  • Secret Ingredient – Soy Sauce: If you find your mac and cheese lacking in flavor, try adding a bit of soy sauce. It brings saltiness and umami, giving an under-seasoned dish a much-needed flavor boost. Start with about 2 tablespoons after adding the cooked macaroni, adjusting more or less to taste.
Whisking cheese sauce for mac and cheese.

FAQs About Old Fashioned Baked Macaroni and Cheese

If you have questions about making Old Fashioned Baked Macaroni and Cheese, you’re not alone. Here are answers to some of the most common queries.

  1. Can I use low-fat milk instead of whole milk?
    Yes, you can use low-fat milk, but whole milk gives the sauce a richer, creamier texture.
  2. Can this dish be made gluten-free?
    Absolutely! Use gluten-free pasta and a gluten-free flour blend for the roux.
  3. What’s the best way to reheat leftovers?
    Reheat in the oven or microwave, adding a splash of milk to keep it creamy.
  4. How long can I store the leftovers in the fridge?
    Leftovers can be stored in an airtight container in the fridge for up to 3 days.

Up Next:

Other Creamy Pasta Favorites:

Old Fashioned Baked Macaroni and Cheese with a spoon scooping some out.

Old Fashioned Baked Macaroni and Cheese Recipe

Prep Time 15 minutes
Cook Time 35 minutes
Servings 8
Side Dish
Keyword Old Fashioned Baked Macaroni and Cheese Recipe


  • 1 lb elbow macaroni or your choice of pasta
  • ½ cup unsalted butter
  • ½ cup all-purpose flour
  • 5 cups whole milk
  • 3 cups shredded sharp cheddar cheese
  • 2 cups shredded Gruyere or Monterey Jack cheese (or more cheddar)
  • 1 cup freshly grated Parmesan cheese
  • 1 ½ tsp kosher salt plus more to taste (see note)
  • 1 tsp onion powder
  • ½ tsp black pepper
  • ½ tsp paprika
  • ½ tsp garlic powder

For topping:

  • 1 cup panko breadcrumbs
  • 2 tbsp melted butter
  • Pinch of salt
  • ½ tsp dried parsley


First Steps:

  • Preheat your oven to 400°F.
  • Cook the elbow macaroni in a large pot of salted boiling water according to package directions until just al dente. Drain and set aside.

Make Cheese Sauce:

  • In a large saucepan, melt the 1/2 cup of unsalted butter over medium heat.
  • Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly.
  • Gradually add the whole milk, a little at a time, whisking continuously to avoid lumps. Continue cooking until the mixture thickens.
  • Turn off the heat, and add the cheeses by a small handful at a time. Stir each addition until the cheese is fully melted before adding another handful. Turn the heat on to low to finish melting, but don’t let the sauce simmer or boil (which can make it separate and become grainy).
  • Season with salt, black pepper, paprika, and garlic powder. Mix well.

Combine Pasta and Sauce:

  • Add the cooked pasta to the cheese sauce and stir until the pasta is well-coated. At this point, it will look like too much sauce and not enough macaroni, but trust the process. It will absorb as it bakes.


  • In a separate bowl, combine the panko breadcrumbs and the 2 tablespoons of melted butter.

Assembling and Baking:

  • Transfer the mac and cheese mixture into a greased 9×13-inch baking dish.
  • Evenly sprinkle the breadcrumb mixture on top. (Optionally press some cubes of extra cheese into the top if you love a dramatic cheese pull).
  • Bake in the preheated oven for 15 minutes, or until the top is golden brown and the cheese is bubbly. Remove from oven and let it cool for about 10 minutes. It'll thicken up to perfection.



  • For the creamiest, saucy mac and cheese that’s never dry, it’s best to bake it right away after assembling it, while the macaroni and sauce are both still hot.  The longer it stands, and the longer it’s baked, the more the pasta absorbs the moisture. If you bake it immediately, all you need is a quick 15 minutes in the oven to crisp the topping. 
  • Make the cheese sauce in your largest pot. That way, you can add the macaroni to it rather than pouring the sauce over the macaroni and dirtying TWO pots with cheese sauce.
  • If the pasta water didn’t have enough salt, the mac and cheese might taste bland. The cooking water should taste salty like the sea. If you accidentally under-season it, my secret ingredient when that happens is soy sauce. It adds salt and umami flavor, and really helps boost under-seasoned mac and cheese. Add to 2 tbsp soy sauce after stirring in the cooked macaroni, if needed. (Or more salt to taste).


Calories: 862kcalCarbohydrates: 54gProtein: 40gFat: 55gSaturated Fat: 32gPolyunsaturated Fat: 3gMonounsaturated Fat: 13gTrans Fat: 1gCholesterol: 162mgSodium: 1650mgPotassium: 450mgFiber: 3gSugar: 10gVitamin A: 1761IUVitamin C: 0.1mgCalcium: 1080mgIron: 1mg
Keyword Old Fashioned Baked Macaroni and Cheese Recipe

Last Updated on February 22, 2024 by Jennifer Pallian BSc, RD

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5 days ago

5 stars
Do you have any tips for preventing the cheese sauce from separating?

5 days ago

5 stars
Mac and cheese is my ultimate comfort food. LOVED this extra creamy version!

5 days ago

5 stars
This would be a great dish to take to a potluck. Everyone loves mac and cheese!

5 days ago

5 stars
I love to add extra veggies to my mac and cheese. Do you think chopped broccoli or peas would work well in this recipe?

5 days ago

5 stars
This recipe brings back so many childhood memories! My mom used to make something similar. Delicious.

2 months ago

5 stars
This is the best baked macaroni and cheese recipe I’ve ever tried. Followed it exactly. It had so much flavor and the perfect amount of sauce.

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