If you are craving rich, creamy comfort food with a nostalgic twist, this Old Fashioned Baked Macaroni and Cheese Recipe is exactly what you need. It’s a timeless classic that never fails to deliver that perfect balance of gooey cheddar, a velvety cheese sauce, and a delightfully crunchy breadcrumb topping. Every bite takes you back to cozy family dinners and heartwarming moments. Whether you’re feeding a crowd or treating yourself, this recipe is simple enough to become your go-to, but special enough to impress every time.

Ingredients You’ll Need
These ingredients are straightforward but essential—they each play a unique role in creating the perfect texture, taste, and golden color of the dish. From the sharpness of the cheddar cheese to the subtle warmth of nutmeg, every element comes together to make this Old Fashioned Baked Macaroni and Cheese Recipe truly unforgettable.
- 3 cups shell pasta, cooked 2 minutes less than al dente: Shells hold the cheese sauce perfectly inside and out for maximum creaminess.
- 4 tablespoons salted butter: Adds richness and helps form the roux to thicken the sauce.
- 4 tablespoons all-purpose flour: Essential for creating the base of a luscious cheese sauce.
- 3 cups whole milk: Provides creaminess and smoothness to the sauce without overpowering the cheese flavor.
- 1/2 teaspoon kosher salt: Enhances all the flavors and balances the richness of the dish.
- 1/4 teaspoon black pepper: Adds a subtle hint of spice to elevate the overall taste.
- 1/4 teaspoon garlic powder: Brings a gentle savory note that deepens the flavor profile.
- 1 pinch ground nutmeg: Offers a warm, comforting background flavor that complements the cheese beautifully.
- 3 cups shredded sharp cheddar cheese, divided: The hero of the dish—sharp and tangy with just the right melt.
- 1/3 cup seasoned panko bread crumbs: Provides a crunchy, golden topping that contrasts the creamy pasta inside.
How to Make Old Fashioned Baked Macaroni and Cheese Recipe
Step 1: Preheat Oven and Cook Pasta
Start by warming your oven to 350°F (175°C). While it’s heating up, cook the shell pasta according to the package instructions but take it off the heat about 2 minutes earlier than usual. This ensures the pasta won’t overcook during baking and keeps a perfect tender bite that holds up to the sauce.
Step 2: Make the Cheese Sauce
In a medium saucepan over medium heat, melt the butter completely. Whisk in the all-purpose flour and cook it with the butter for about 2 minutes while stirring constantly. This roux is your key to that silky smooth cheese sauce. Next, gradually whisk in your whole milk, along with kosher salt, black pepper, garlic powder, and that pinch of nutmeg. Keep stirring for 5 to 7 minutes until the mixture thickens to a creamy consistency that will envelop every bite of pasta.
Step 3: Combine Ingredients
Remove the saucepan from heat and stir in 2 cups of your shredded sharp cheddar cheese until it melts fully and creates a smooth, luscious sauce. Then, fold in the cooked pasta shells so that every noodle is coated in cheesy goodness.
Step 4: Bake to Perfection
Transfer the cheesy pasta mixture to an 11 by 7-inch baking dish. Sprinkle the remaining 1 cup of cheddar cheese evenly over the top, then finish with a generous layer of seasoned panko bread crumbs. Pop it in the oven uncovered, and bake for 20 minutes until the top is golden, bubbly, and irresistibly crunchy.
How to Serve Old Fashioned Baked Macaroni and Cheese Recipe

Garnishes
To add a fresh and vibrant kick to this rich dish, sprinkle some chopped fresh parsley or chives on top just before serving. A light dusting of smoked paprika can add a playful color and subtle smoky flavor that pairs beautifully with the sharp cheddar sauce.
Side Dishes
This Old Fashioned Baked Macaroni and Cheese Recipe is quite rich, so pairing it with lighter sides works wonderfully. Think crisp green salads with vinaigrette, steamed fresh vegetables like broccoli or green beans, or even a tangy coleslaw to brighten the plate and balance the creamy texture.
Creative Ways to Present
Want to dress it up? Serve individual portions in small ramekins or mini cast-iron skillets for an elegant yet homey feel. Alternatively, mix in some cooked crispy bacon or caramelized onions before baking for an extra flavor boost. You can also swirl in a spoonful of your favorite hot sauce to give it a surprising but welcome twist.
Make Ahead and Storage
Storing Leftovers
This baked macaroni and cheese keeps beautifully in the refrigerator for up to 3 days. Store leftovers in an airtight container to maintain moisture and prevent the crispy topping from becoming soggy.
Freezing
If you want to save some for later, this Old Fashioned Baked Macaroni and Cheese Recipe freezes well. Transfer cooled portions into freezer-safe containers and freeze for up to 2 months. When you’re ready to enjoy, thaw overnight in the fridge.
Reheating
To reheat, cover the macaroni and cheese with foil to prevent the top from burning and warm in the oven at 350°F (175°C) for about 15 to 20 minutes, or until heated through. For a crispier topping, remove the foil in the last 5 minutes of reheating.
FAQs
Can I use a different type of cheese in this recipe?
Absolutely! While sharp cheddar is classic and gives the dish its iconic flavor, you can mix in cheeses like Gruyere, Monterey Jack, or even mozzarella for a different twist. Just choose cheeses that melt well to keep the sauce creamy.
What pasta works best for baked mac and cheese?
Shell pasta is ideal because their shape captures the creamy sauce perfectly. However, other short pasta like elbow macaroni, cavatappi, or penne can work if shells aren’t available.
Can I make this recipe gluten-free?
Yes, you can substitute the all-purpose flour with a gluten-free flour blend and use gluten-free pasta and breadcrumbs. Just be mindful to choose blends that have a similar thickening power to maintain the sauce’s texture.
How do I get a crunchy topping without panko?
If you don’t have panko breadcrumbs, crushed crackers or even cornflakes make excellent crunchy toppings. You can also sprinkle some grated Parmesan for added crispiness and flavor.
Is this recipe suitable for meal prep?
Definitely! The Old Fashioned Baked Macaroni and Cheese Recipe holds up well for meal prepping. Just reheat as directed, and you’ll have a comforting, hearty meal ready anytime.
Final Thoughts
This Old Fashioned Baked Macaroni and Cheese Recipe is more than just a dish—it’s a warm hug on a plate, a reminder of simpler times, and a surefire crowd-pleaser. I genuinely encourage you to give it a try and make it your own. Once you experience that creamy, cheesy, baked-to-perfection magic, I promise it will become a beloved staple in your home.
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 Dish
- 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. Perfectly cooked pasta is enveloped in a rich cheddar cheese sauce and baked to golden perfection, making it an ideal dish for family dinners or gatherings.
Ingredients
Pasta
- 3 cups shell pasta, cooked 2 minutes less than al dente
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
- 3 cups shredded sharp cheddar cheese, divided
Topping
- 1/3 cup seasoned panko bread crumbs
Instructions
- Preheat oven and cook pasta: Preheat your oven to 350°F (175°C). Cook the shell pasta according to package instructions but reduce the cooking time by 2 minutes for a slightly firm texture. Drain the pasta and set it aside.
- Make cheese sauce: In a medium saucepan, melt the salted butter over medium heat. Whisk in the all-purpose flour and cook for about 2 minutes while stirring constantly to form a roux. Gradually whisk in the whole milk, followed by kosher salt, black pepper, garlic powder, and a pinch of ground nutmeg. Continue to cook and stir for 5-7 minutes until the sauce thickens.
- Combine ingredients: Remove the sauce from heat and stir in 2 cups of the shredded sharp cheddar cheese until completely melted and smooth. Mix this cheese sauce thoroughly with the cooked pasta to evenly coat every piece.
- Bake: Transfer the macaroni and cheese mixture into an 11×7 inch baking dish. Evenly sprinkle the remaining 1 cup of cheddar cheese on top, then cover with the seasoned panko bread crumbs. Bake uncovered for 20 minutes, until the topping is golden brown and crispy.
Notes
- For extra creaminess, use whole milk as specified, or substitute half-and-half for a richer sauce.
- Cooking the pasta slightly under al dente prevents it from becoming mushy during baking.
- Feel free to add a pinch of cayenne or smoked paprika to the cheese sauce for a subtle kick.
- Allow the baked macaroni and cheese to rest 5 minutes before serving to let it set and enhance flavors.