If you are craving ultimate comfort food, this Old Fashioned Baked Macaroni and Cheese Recipe is exactly the cozy, cheesy hug your taste buds need. It’s a timeless classic that brings together tender pasta and a rich, velvety cheese sauce, all topped with a golden, crunchy crust. Each bite offers that perfect balance of creamy and crisp, making it an absolute favorite at family dinners or holiday tables. The beauty of this recipe lies in its simplicity yet deeply satisfying flavors that deliver pure nostalgia. Once you try this Old Fashioned Baked Macaroni and Cheese Recipe, it will likely become your go-to dish for sharing warmth and happiness around the table.

Ingredients You’ll Need
This Old Fashioned Baked Macaroni and Cheese Recipe uses simple, pantry-friendly ingredients that come together beautifully to create layers of flavor and texture. Each component plays its part—from gooey cheese to the perfect seasoning blend, and the crispy panko topping that elevates the whole dish.
- 3 cups shell pasta: The small shells hold pockets of creamy cheese sauce for maximum cheesiness in every bite.
- 4 tablespoons salted butter: Adds richness and a smooth base for the cheese sauce.
- 4 tablespoons all-purpose flour: Creates the roux that thickens the sauce just right.
- 3 cups whole milk: Provides creaminess and helps achieve the perfect sauce consistency.
- 1/2 teaspoon kosher salt: Enhances all the natural flavors without overpowering.
- 1/4 teaspoon black pepper: Adds a gentle warmth and subtle depth.
- 1/4 teaspoon garlic powder: Brings a mild savory background note to the cheese sauce.
- 1 pinch ground nutmeg: A classic touch that softly complements the cheese with a hint of warmth.
- 3 cups shredded sharp cheddar cheese, divided: Sharp cheddar delivers bold flavor and a beautifully melty texture.
- 1/3 cup seasoned panko bread crumbs: Provides the irresistible golden, crunchy topping you’ll love.
How to Make Old Fashioned Baked Macaroni and Cheese Recipe
Step 1: Preheat oven and cook pasta
Begin by heating your oven to 350°F (175°C) so it’s ready when your macaroni and cheese mixture is prepared. Cook the shell pasta according to the package instructions but stop at two minutes shy of al dente to ensure it finishes perfectly while baking. This way, your pasta won’t get mushy and will maintain just the right amount of bite.
Step 2: Make the cheese sauce
In a medium saucepan over medium heat, melt the butter until it’s bubbling. Whisk in the all-purpose flour and cook together for two minutes, stirring constantly to form a smooth roux that won’t taste raw. Gradually pour in the milk with continuous whisking to keep the sauce silky. Season with kosher salt, black pepper, garlic powder, and a pinch of nutmeg. Allow the mixture to thicken over 5 to 7 minutes while stirring, so it becomes luscious and coats the back of a spoon.
Step 3: Combine ingredients
Remove the saucepan from heat and immediately stir in two cups of the shredded sharp cheddar cheese until it melts into a dreamy, smooth sauce. Next, fold the creamy cheese sauce into the drain pasta, making sure every shell is luxuriously coated and ready for baking.
Step 4: Bake
Transfer the cheesy pasta mixture into an 11×7 inch baking dish, smoothing it out evenly. Sprinkle the remaining cup of cheddar cheese over the top, then add a generous layer of seasoned panko bread crumbs for that signature crunchy crust. Bake uncovered for 20 minutes, or until the top turns golden brown and bubbly.
Step 5: Serve immediately
Once baked, take your Old Fashioned Baked Macaroni and Cheese Recipe out of the oven and let it sit for a few minutes to set before serving. This rest helps the cheese firm up slightly, making it easier to serve and even more scrumptious to enjoy.
How to Serve Old Fashioned Baked Macaroni and Cheese Recipe

Garnishes
To add an extra layer of flavor and color, try sprinkling freshly chopped parsley or chives over the top just before serving. A light dusting of smoked paprika can also bring a subtle smokiness that pairs beautifully with sharp cheddar cheese.
Side Dishes
This Old Fashioned Baked Macaroni and Cheese Recipe shines wonderfully alongside lighter sides such as steamed green beans, roasted Brussels sprouts, or a crisp garden salad. For a soul-food style feast, serve it with fried chicken or glazed ham for a truly indulgent meal.
Creative Ways to Present
If you want to dress up this classic, consider baking individual portions in ramekins for a charming presentation perfect for dinner parties. Alternatively, stir in cooked bacon bits or caramelized onions into the cheese sauce before baking to surprise your guests with an irresistible twist.
Make Ahead and Storage
Storing Leftovers
Cover any leftover Old Fashioned Baked Macaroni and Cheese Recipe tightly with foil or plastic wrap and refrigerate. It keeps well for up to 3 to 4 days, making it a great option for quick reheats or meal prep.
Freezing
This dish freezes wonderfully! Portion the macaroni and cheese into freezer-safe containers before baking or freeze fully cooked leftovers. Make sure to wrap it securely to prevent freezer burn and enjoy it within 2 to 3 months for best taste.
Reheating
Reheat leftovers in the oven at 350°F (175°C) until warm and bubbly, about 15-20 minutes, to revive that crispy topping. Alternatively, microwave servings individually, covering loosely to retain moisture, though you might miss out on the crunchy texture.
FAQs
Can I use a different type of pasta for this recipe?
Absolutely! While shell pasta is ideal for catching the cheese sauce, you can substitute elbow macaroni, cavatappi, or even fusilli. Just be sure to adjust cooking time slightly if needed.
Is sharp cheddar necessary or can I use mild cheddar?
Sharp cheddar provides a stronger, tangier flavor that defines this Old Fashioned Baked Macaroni and Cheese Recipe, but mild cheddar works fine if you prefer a gentler taste. Mixing both can also create a nice balance.
Can I add extra ingredients like bacon or vegetables?
Yes, feel free to personalize your dish! Adding cooked bacon, sautéed mushrooms, or steamed broccoli can add delicious texture and flavor, turning this classic into your own signature creation.
What type of milk is best for the cheese sauce?
Whole milk is preferred for its creamy consistency that enriches the sauce. You can use 2% milk in a pinch, but avoid skim milk as it won’t yield the same luscious texture.
Why do I need to undercook the pasta before baking?
Undercooking the pasta by two minutes ensures it doesn’t turn mushy after baking. It finishes cooking inside the oven while absorbing the cheesy sauce, resulting in tender pasta with perfect bite.
Final Thoughts
This Old Fashioned Baked Macaroni and Cheese Recipe is a timeless treat that brings warmth, comfort, and pure joy to your table. It’s so satisfying to make and enjoy, whether for a special gathering or a cozy night at home. I wholeheartedly encourage you to make this classic dish your own and watch it become a beloved favorite for years to come.
Print
Old Fashioned Baked Macaroni and Cheese Recipe
- Prep Time: 10 minutes
- Cook Time: 35 minutes
- Total Time: 45 minutes
- Yield: 8 servings
- Category: Main Course
- Method: Baking
- Cuisine: American
Description
This Old Fashioned Baked Macaroni and Cheese recipe delivers a creamy, cheesy comfort food classic with a crispy breadcrumb topping. Made with melted sharp cheddar cheese, a thick homemade cheese sauce, and baked to golden perfection, it’s a perfect dish for family dinners or cozy nights in.
Ingredients
Pasta and Cheese
- 3 cups shell pasta, cooked 2 minutes less than al dente
- 3 cups shredded sharp cheddar cheese, divided
Cheese Sauce
- 4 tablespoons salted butter
- 4 tablespoons all-purpose flour
- 3 cups whole milk
- 1/2 teaspoon kosher salt
- 1/4 teaspoon black pepper
- 1/4 teaspoon garlic powder
- 1 pinch ground nutmeg
Topping
- 1/3 cup seasoned panko bread crumbs
Instructions
- Preheat Oven and Cook Pasta: Preheat your oven to 350°F (175°C). Boil the shell pasta according to package directions, but reduce the cooking time by 2 minutes to ensure the pasta remains slightly firm. Drain and set aside.
- Make Cheese Sauce: In a saucepan over medium heat, melt the salted butter. Whisk in the all-purpose flour and cook for about 2 minutes, stirring constantly to form a roux. Gradually whisk in the whole milk, kosher salt, black pepper, garlic powder, and a pinch of ground nutmeg. Continue cooking and whisking for 5 to 7 minutes until the sauce thickens.
- Combine Cheese with Sauce and Pasta: Remove the sauce from heat and stir in 2 cups of shredded sharp cheddar cheese until fully melted and smooth. Mix this cheese sauce thoroughly with the cooked pasta, ensuring an even coating.
- Assemble and Bake: Pour the cheesy pasta mixture into an 11×7 inch baking dish. Sprinkle the remaining 1 cup of cheddar cheese evenly on top, followed by the seasoned panko bread crumbs to create a crispy crust.
- Bake: Place the dish uncovered in the preheated oven and bake for 20 minutes, or until the topping is golden brown and the cheese is bubbly.
- Serve: Remove from the oven and serve the baked macaroni and cheese immediately while hot and creamy.
Notes
- For a creamier texture, use whole milk as specified, but you can substitute with 2% milk if preferred.
- To add extra flavor, consider mixing in a teaspoon of Dijon mustard to the cheese sauce.
- You can substitute sharp cheddar with a mix of cheeses like Gruyere or Monterey Jack for variation.
- If you want a gluten-free version, use gluten-free pasta, gluten-free flour, and gluten-free breadcrumbs.
- Let the baked macaroni and cheese rest for 5 minutes after baking for the sauce to set slightly.

