This Old Fashioned Baked Macaroni and Cheese is a classic comfort food that’s perfect for a cozy weeknight meal or a satisfying side dish. With a creamy cheese sauce, tender pasta, and a crispy panko topping, this recipe delivers all the nostalgic flavors you love in a homemade mac and cheese.
Why You’ll Love This Recipe
- Classic Flavor: This recipe captures the essence of old-fashioned mac and cheese, with a simple yet flavorful cheese sauce that’s not overly complicated.
- Easy to Make: With basic ingredients and clear instructions, this mac and cheese is surprisingly easy to prepare.
- Perfect Texture: The pasta is cooked to perfection, and the panko topping adds a delightful crunch.

Ingredients
Here’s what you’ll need to make this comforting mac and cheese:
- Shell pasta: Cooked al dente, this classic shape is perfect for holding the cheese sauce.
- Salted butter: Adds richness and flavor to the cheese sauce.
- Flour: Used to create a roux to thicken the sauce.
- Whole milk: Creates a creamy base for the cheese sauce.
- Kosher salt, black pepper, and garlic powder: For seasoning the sauce.
- Ground nutmeg: Adds a warm and slightly sweet spice.
- Shredded sharp cheddar cheese: Adds a classic cheesy flavor.
- Seasoned panko breadcrumbs: Creates a crispy topping.
Note: You’ll find the complete list of ingredients, along with their exact measurements, in the printable recipe card at the bottom of this post.
How to Make Old Fashioned Baked Macaroni and Cheese
Step 1: Cook the Pasta
Cook the shell pasta in salted water according to package directions, but reduce the cooking time by 2 minutes to ensure it’s al dente. Drain the pasta and set aside.
Step 2: Make the Cheese Sauce
In a medium saucepan, melt the butter over medium heat. Whisk in the flour and cook for 2 minutes, stirring constantly. Gradually whisk in the milk, salt, pepper, garlic powder, and nutmeg. Cook for 5-7 minutes, stirring constantly, until the sauce thickens enough to coat the back of a spoon. Remove from heat and stir in 2 cups of the shredded cheddar cheese until melted and smooth.
Step 3: Combine and Bake
Combine the cooked pasta with the cheese sauce and pour the mixture into an 11×7 inch baking dish. Sprinkle the remaining cheddar cheese and panko breadcrumbs over the top. Bake uncovered for 20 minutes, or until golden brown and bubbly. Serve immediately.
Pro Tips for Making the Recipe
- Use high-quality cheese: The better the quality of your cheese, the better the flavor of the mac and cheese.
- Don’t overcook the pasta: Cook the pasta to al dente so it doesn’t become mushy in the oven.
- Stir the sauce constantly: Stirring the sauce continuously prevents it from scorching or becoming lumpy.
How to Serve Old Fashioned Baked Macaroni and Cheese

- Classic Comfort Food: This mac and cheese is delicious on its own as a comforting and satisfying meal.
- Side Dish: Serve it as a side dish with your favorite grilled meats, fish, or roasted vegetables.
- Kid-Friendly: This recipe is a classic that kids love.
Make Ahead and Storage
Storing Leftovers
Leftovers can be stored in an airtight container in the refrigerator for up to 3-4 days.
Reheating
Reheat gently in the oven or microwave until warmed through.

FAQs
Can I use a different type of pasta?
Yes, you can use other small pasta shapes, such as elbow macaroni or rotini.
Can I use different cheeses?
Absolutely! Feel free to experiment with your favorite cheeses.
Can I make this mac and cheese ahead of time?
Yes, you can assemble the dish and bake it later. You can also bake it ahead of time and reheat it before serving.
How can I make this dish spicier?
Add a pinch of red pepper flakes or some diced jalapeños to the cheese sauce.
There you have it! A classic and delicious recipe for Old Fashioned Baked Macaroni and Cheese that’s easy to make and perfect for any occasion. Enjoy!

Old Fashioned Baked Macaroni and Cheese Recipe
- Prep Time: 10 minutes
- Cook Time: 35 minutes
- Total Time: 45 minutes
- Yield: 8 servings 1x
- Category: Main Course
- Method: Baking
- Cuisine: American
Description
This Old Fashioned Baked Macaroni and Cheese is a classic comfort food recipe that’s creamy, cheesy, and incredibly satisfying. Made with simple ingredients and a homemade cheese sauce, it’s a timeless dish that’s perfect for any occasion.
Ingredients
- 3 cups shell pasta, cooked al dente
- 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
- 3 cups shredded sharp cheddar cheese, divided
- 1/3 cup seasoned panko breadcrumbs
Instructions
- Preheat and Cook Pasta: Preheat oven to 350°F (175°C). Cook pasta according to package directions, reducing cooking time by 2 minutes. Drain and set aside.
- Make Cheese Sauce: In a medium saucepan, melt butter over medium heat. Whisk in flour and cook for 2 minutes, stirring constantly. Gradually whisk in milk, salt, pepper, garlic powder, and nutmeg. Cook for 5-7 minutes, stirring constantly, until the sauce thickens enough to coat the back of a spoon.
- Add Cheese: Remove from heat and stir in 2 cups of cheddar cheese until melted and smooth.
- Combine and Bake: Pour the cheese sauce over the cooked pasta and stir to combine. Transfer to an 11×7 inch baking dish. Sprinkle with remaining cheddar cheese and panko breadcrumbs.
- Bake: Bake uncovered for 20 minutes, or until golden brown and bubbly. Serve immediately.
Notes
- Pasta: Cook pasta slightly under al dente, as it will continue to cook in the oven.
- Sauce: Cook the sauce over medium heat and stir continuously to prevent scalding.
- Cheese: For a more intense cheese flavor, use extra-sharp cheddar cheese.
- Topping: If you prefer a more melted cheese topping, add the cheese and breadcrumbs 5 minutes before the end of the baking time.
- Skip Baking: For a stovetop mac and cheese, cook an extra ½ cup of pasta and omit the baking step. Toast the panko breadcrumbs in a dry skillet before serving.
- Storage: Store leftovers in the refrigerator for up to 4 days.
Nutrition
- Serving Size: 1 Serving
- Calories: 400kcal
- Sugar: 5g
- Sodium: 500mg
- Fat: 25g
- Saturated Fat: 14g
- Unsaturated Fat: 9g
- Trans Fat: 0g
- Carbohydrates: 30g
- Fiber: 2g
- Protein: 15g
- Cholesterol: 60mg