Old-Fashioned Macaroni and Cheese

Creamy, rich, and topped with a golden buttery crust, this Old-Fashioned Macaroni and Cheese is the ultimate comfort food classic. Perfect for holidays, gatherings, or anytime you want a timeless baked pasta dish everyone will love.

The Ultimate Creamy, Cheesy Classic

Is there anything more beloved than Macaroni and Cheese? This version is everything a classic should be: ooey-gooey, super cheesy, and topped with a golden, crunchy crust. It’s the kind of meal that gets a big “yay!” from the kids every time it hits the table. Whether you’re feeding a hungry crowd or looking for the perfect holiday side, this recipe is a guaranteed win.

What You’ll Need

  • Pasta: Elbow macaroni is the classic choice for catching all that sauce.
  • Cheddar Cheese: Sharp cheddar gives it that “normal” color and bold flavor kids love.
  • Whole Milk: The key to a creamy, smooth cheese sauce.
  • The Roux: Just butter and all-purpose flour to thicken things up.
  • Breadcrumbs: Panko or crushed crackers for that essential crunchy topping.
  • Kosher Salt: To bring all the flavors together.

How to Make It

  1. Prep the Topping: Mix your breadcrumbs with a little melted butter and set aside.
  2. Boil the Pasta: Cook the elbow macaroni according to package directions, then drain.
  3. Make the Roux: In a large pot, melt butter and whisk in the flour. Cook for a minute to get rid of the raw flour taste.
  4. Create the Sauce: Slowly whisk in the milk to keep the sauce smooth. Once thickened, remove from heat and stir in the cheese until silky and melted.
  5. Combine & Bake: Fold the noodles into the cheese sauce. Pour into a baking dish, sprinkle with your topping, and bake at 375°F until bubbly and golden.

Get the Kids Involved

Mac and cheese is the perfect recipe for “helpers” because it’s so hands-on and rewarding to eat!

  • Ages 3–5: Let them help sprinkle the breadcrumb topping over the macaroni before it goes into the oven.
  • Ages 6–9: They can help measure the milk or “use their muscles” to stir the cooked pasta into the cheese sauce.
  • Ages 10+: Have them take charge of shredding the cheese (it’s a great workout!) or help whisk the milk into the roux with supervision.

Make It Weeknight-Friendly

  • Shortcut Option: Use whatever cheese you have in the drawer! A mix of Gouda, Fontina, and Cheddar is a great way to use up leftovers.
  • Make-Ahead: You can prep the entire dish, place it in the baking dish, and chill it overnight. Just pop it in the oven when you’re ready for dinner the next day!
  • Vegetpie Boost: Stir in a handful of frozen peas or corn right before baking for a little extra green on the plate.
  • The Smooth Sauce Secret: Always shred your own cheese! Pre-shredded cheese has additives that can make your sauce feel grainy.

Serve & Savor

This dish makes a large batch, so it’s perfect for leftovers the next day. Serve it alongside a simple roast chicken or a bright green salad to balance out the richness.

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Old-Fashioned Macaroni and Cheese

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If you’re searching for a traditional side dish that never goes out of style, this Old-Fashioned Macaroni and Cheese delivers every time. Tender pasta is coated in a velvety homemade cheddar sauce, then baked with a crisp panko topping for the perfect balance of creamy and crunchy textures. It’s a dependable crowd-pleaser ideal for special occasions or cozy family dinners.

Ingredients

Scale

Topping

  • 1 tablespoon butter, melted

  • 1 cup panko bread crumbs

  • 1/2 cup grated cheddar cheese

Mac and Cheese

  • 3 tablespoons unsalted butter

  • 3 tablespoons all-purpose flour

  • 3 cups whole milk

  • 4 cups grated cheddar cheese (freshly shredded recommended)

  • 1 pound elbow macaroni (or campanelle, cavatappi, or shells)

Instructions

  1. Prepare the topping
    In a small bowl, combine melted butter, panko bread crumbs, and cheddar cheese. Set aside.

  2. Preheat oven
    Preheat oven to 400°F.

  3. Cook the pasta
    Bring a large pot of salted water to a boil and cook pasta 3 minutes less than package directions (until al dente).
    Reserve ½ cup pasta water, then drain.

  4. Make the roux
    In a large pot, melt butter over low-medium heat. Add flour and whisk continuously for 2–3 minutes to form a smooth roux.

  5. Create the cheese sauce
    Slowly whisk in the milk and bring to a gentle boil. Reduce heat and simmer for 3–4 minutes, whisking occasionally, until slightly thickened.

  6. Add cheese and pasta water
    Stir in reserved pasta water and shredded cheddar cheese. Whisk until melted and smooth.

  7. Combine pasta and sauce
    Add cooked pasta and stir until evenly coated.

  8. Assemble
    Transfer mixture to a greased 9×13-inch baking dish and spread evenly.

  9. Add topping and bake
    Sprinkle the breadcrumb topping over the pasta. Bake for 30–40 minutes, or until golden brown and bubbling.

  10. Serve
    Let rest for a few minutes before serving for the best texture.

Notes

Salt the Pasta Water Well
Use about 2 tablespoons kosher salt per 4 quarts of water to properly season the pasta from the inside out.

Shred Your Own Cheese
Freshly grated cheddar melts more smoothly and creates a creamier sauce compared to pre-shredded cheese.

Make Ahead Option
Assemble the macaroni and cheese up to the baking step, cool to room temperature, cover, and refrigerate for up to 1 day. Bake when ready to serve.

Texture Tip
Undercooking the pasta slightly ensures it finishes cooking perfectly in the oven without becoming mushy.

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One Potato is a community and newsletter written by real people who are parents, having real conversations about our families, cooking traditions, and cultures. We are passionate about raising healthy and happy kids while navigating the challenges of picky eaters, dietary restrictions, busy schedules, and daily life.