Old-Fashioned Baked Mac Cheese

Featured in: Everyday Comforts

This nostalgic dish features tender elbow macaroni enveloped in a rich, creamy cheese sauce blending sharp cheddar and Gruyère. The top is finished with a golden, buttery breadcrumb crust baked to bubbly perfection. It’s an easy-to-make classic, perfect for comforting family dinners or casual gatherings. The sauce is thickened with a buttery roux and seasoned with subtle touches of salt, pepper, and optional ground mustard and cayenne for gentle warmth. Left to rest after baking, it develops a luscious texture and inviting aroma.

Updated on Fri, 21 Nov 2025 09:56:00 GMT
Golden-brown, bubbly Old-Fashioned Baked Mac & Cheese with a crispy breadcrumb topping, a comfort food classic. Save
Golden-brown, bubbly Old-Fashioned Baked Mac & Cheese with a crispy breadcrumb topping, a comfort food classic. | butterhollow.com

A creamy, nostalgic classic featuring tender elbow macaroni baked in a rich, cheesy sauce with a golden breadcrumb topping. Perfect for family dinners or gatherings.

This recipe brings back warm memories of family meals and is always a crowd-pleaser.

Ingredients

  • Pasta: 12 oz (340 g) elbow macaroni
  • Cheese Sauce: 4 cups (1 L) whole milk, 1/4 cup (60 g) unsalted butter, 1/4 cup (30 g) all-purpose flour, 2 cups (200 g) sharp cheddar cheese shredded, 1 cup (100 g) Gruyère or Monterey Jack cheese shredded, 1/2 tsp salt, 1/2 tsp black pepper, 1/4 tsp ground mustard optional, 1/8 tsp cayenne pepper optional
  • Topping: 1 cup (60 g) panko breadcrumbs, 2 tbsp (30 g) unsalted butter melted, 1/2 cup (50 g) sharp cheddar cheese shredded

Instructions

Preheat Oven:
Preheat oven to 375°F (190°C). Grease a 9x13-inch (23x33 cm) baking dish.
Cook Macaroni:
Bring a large pot of salted water to a boil. Cook macaroni until just al dente about 1 to 2 minutes less than package instructions. Drain and set aside.
Make Roux:
In a medium saucepan over medium heat melt 1/4 cup butter. Whisk in the flour and cook for 1 minute to form a roux.
Make Sauce:
Gradually whisk in the milk. Cook stirring constantly until the sauce thickens about 5 to 7 minutes.
Add Cheese and Season:
Remove from heat and stir in cheddar and Gruyère or Monterey Jack cheeses until fully melted. Season with salt pepper mustard and cayenne if using.
Combine:
Combine cooked macaroni and cheese sauce in a large bowl. Mix well then transfer to the prepared baking dish.
Add Topping:
In a small bowl toss breadcrumbs with melted butter. Sprinkle over macaroni. Top with remaining 1/2 cup cheddar.
Bake:
Bake for 25 to 30 minutes or until golden and bubbling. Let rest 10 minutes before serving.
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| butterhollow.com

This dish always brings the family together and is a staple at our holiday dinners.

Required Tools

Large pot medium saucepan whisk mixing bowls 9x13-inch baking dish measuring cups and spoons

Allergen Information

Contains Milk (dairy) Wheat (gluten) May contain traces of nuts or soy if present in cheese or breadcrumbs Always check ingredient labels

Nutritional Information

Calories 460 Total Fat 24 g Carbohydrates 41 g Protein 19 g per serving

A close-up of creamy, cheesy Old-Fashioned Baked Mac & Cheese, fresh from the oven, ready to serve and enjoy. Save
A close-up of creamy, cheesy Old-Fashioned Baked Mac & Cheese, fresh from the oven, ready to serve and enjoy. | butterhollow.com

Enjoy your creamy baked mac and cheese fresh from the oven for the best flavor and texture.

Kitchen Tips & Answers

How do I achieve a creamy cheese sauce?

Start by making a roux with butter and flour, then slowly whisk in whole milk until thickened. Melt sharp cheddar and Gruyère cheeses into the sauce off the heat for a smooth texture.

What pasta type works best?

Elbow macaroni is traditional, offering a perfect shape to hold the creamy sauce while baking evenly.

Can I add spice without overpowering the dish?

Yes, optional pinch of cayenne pepper and ground mustard add gentle warmth without overwhelming the creamy flavors.

How to get a golden breadcrumb crust?

Toss panko breadcrumbs with melted butter, then sprinkle evenly on top before baking for a crisp, golden finish.

How long should it rest after baking?

Let the dish rest for about 10 minutes to thicken and set, improving texture and flavor balance.

Old-Fashioned Baked Mac Cheese

Creamy elbow macaroni baked with sharp cheddar and Gruyère, topped with buttery breadcrumbs.

Prep duration
20 min
Heat duration
35 min
Complete duration
55 min
Created by Ella Thompson


Skill level Easy

Heritage American

Output 6 Portions

Eating preferences Meat-free

What you'll need

Pasta

01 12 ounces elbow macaroni

Cheese Sauce

01 4 cups whole milk
02 1/4 cup unsalted butter
03 1/4 cup all-purpose flour
04 2 cups sharp cheddar cheese, shredded
05 1 cup Gruyère or Monterey Jack cheese, shredded
06 1/2 teaspoon salt
07 1/2 teaspoon black pepper
08 1/4 teaspoon ground mustard (optional)
09 1/8 teaspoon cayenne pepper (optional)

Topping

01 1 cup panko breadcrumbs
02 2 tablespoons unsalted butter, melted
03 1/2 cup sharp cheddar cheese, shredded

Method

Phase 01

Preheat oven and prepare pan: Preheat oven to 375°F. Grease a 9x13-inch baking dish.

Phase 02

Cook macaroni: Bring a large pot of salted water to a boil. Cook elbow macaroni until just al dente, about 1 to 2 minutes less than package instructions. Drain and set aside.

Phase 03

Make roux for cheese sauce: In a medium saucepan over medium heat, melt 1/4 cup unsalted butter. Whisk in all-purpose flour and cook for 1 minute to form a roux.

Phase 04

Prepare cheese sauce: Gradually whisk in 4 cups whole milk. Stir constantly until sauce thickens, approximately 5 to 7 minutes.

Phase 05

Incorporate cheeses and season: Remove from heat. Stir in shredded sharp cheddar and Gruyère or Monterey Jack until fully melted. Season with salt, black pepper, ground mustard, and cayenne pepper if desired.

Phase 06

Combine pasta and sauce: Mix cooked macaroni with cheese sauce in a large bowl until thoroughly combined. Transfer mixture to prepared baking dish.

Phase 07

Add topping: In a small bowl, toss panko breadcrumbs with melted butter. Sprinkle evenly over macaroni mixture, then top with remaining shredded sharp cheddar cheese.

Phase 08

Bake: Bake uncovered for 25 to 30 minutes, or until the topping is golden brown and sauce is bubbling.

Phase 09

Rest before serving: Allow the dish to rest for 10 minutes before serving to set the sauce.

Kitchen tools needed

  • Large pot
  • Medium saucepan
  • Whisk
  • Mixing bowls
  • 9x13-inch baking dish
  • Measuring cups and spoons

Allergy details

Always review individual ingredients for potential allergens and seek professional medical guidance if uncertain.
  • Contains milk (dairy) and wheat (gluten).
  • May contain traces of nuts or soy depending on cheese or breadcrumbs.

Nutrient breakdown per portion

Numbers shown are estimates only - consult healthcare providers for specific advice.
  • Energy: 460
  • Fats: 24 g
  • Carbohydrates: 41 g
  • Proteins: 19 g