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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.