Skip to Content

Classic Baked Macaroni and Cheese

Updated November 14, 2025 / By Holly Erickson

This is the best baked macaroni and cheese recipe I’ve ever whipped up! A homemade upgrade of the childhood classic with a velvety cheese sauce and all the crispy bits everyone will fight over.

Cozy and classic baked macaroni and cheese topped with golden, crispy breadcrumbs, baked until bubbly and perfectly browned.
Photography by Gayle McLeod

My baked macaroni and cheese recipe is so delicious and you’ll be amazed how easy it actually is to make the velvety, creamy cheese sauce and crispy panko topping that we all love to gobble up at every gathering from BBQs and church potlucks to Thanksgiving and Christmas. My mom made really, really good baked mac and cheese growing up, so I’m pretty sure this three-cheese cheese sauce runs in my blood. If you love it as much as I do, be sure to try jalapeño popper mac and cheese next. 

ingredients laid out to make classic baked mac and cheese, the perfect comfort food for any season!

Homemade Baked Macaroni and Cheese Ingredients

  • Noodles! Macaroni is what I usually use, but you can use many types of small, bite-sized pastas.
  • Cheese: I use Tillamook cheese, but you can use your favorite brand. Cheddar cheese is the classic. Use a sharp cheddar for bolder flavor.
  • Butter:  For mac and cheese, I use unsalted butter because the cheese is already so salty. You can always add extra salt, but you can’t take away. 
  • Flour: Flour and butter work together to make the cheese sauce thick and creamy.
  • Milk: Whole milk is important here, because you need the fat to make the sauce creamy instead of watery.
  • Seasonings: Garlic powder, salt, pepper and mustard powder.
  • Panko for extra crispy crust!
butter and flour cooking in a skillet to make a roux for cheese sauce for homemade baked mac and cheese
milk being whisked in to a butter and flour roux to make perfect creamy, smooth cheese sauce for classic baked mac and cheese
grated tillamook cheddar cheese being added to the base cream sauce  for baked macaroni and cheese
spices added to a skillet of homemade smooth and creamy cheese sauce for classic baked macaroni and cheese

A Note On The BEST Cheese 

My homemade mac and cheese recipe is all about using a combination of three cheeses! And it gets a major cheesy flavor boost from Tillamook cheeses. I use a combination of medium white cheddar, sharp cheddar and medium cheddar cheese. I always grate it myself because sometimes pre-shredded cheeses don’t melt quite as well. 

Cheese sauce being stirred in a skillet for classic baked macaroni and cheese, smooth, creamy, and ready to coat the pasta.
macaroni being stirred with smooth and creamy cheese sauce in this baked macaroni and cheese recipe, ultimate comfort food

How To Make Mac And Cheese:

  1. Cook the macaroni. 
  2. Melt the butter and flour together to make a simple roux, the base of your homemade cheesy cream sauce.
  3. Whisk in the milk. 
  4. Add the Tillamook cheddar cheese, and all the spices. 
  5. Add the macaroni to the cheese sauce and stir to combine.
  6. Top with buttery panko and extra cheese. 
  7. Bake! 400° F for 20 minutes. 
cooked tender macaroni combined with the perfect smooth and creamy homemade cheese sauce in a skillet
Panko breadcrumbs and butter sizzling in a skillet,  to make a golden, crispy topping for baked macaroni and cheese.

Variations & Add-Ins

  • Use different cheeses! While I’m pretty loyal to Tillamook (I’m an Oregon girl and that’s just how it is out here) you could try swapping in different types of cheese. Gruyère, white cheddar, monterey Jack, or smoked gouda would probably all give it a really nice flavor.  
  • Lots of different pasta shapes work for this mac! You could make it with penne or wagon wheels, or even bow-ties. 
  • Add meat or fish: Try crispy bacon, ham cubes, pulled pork, or if you really want a luxurious meal, add cooked lobster or crab. 
  • Other crispy toppings to try instead of panko: Crushed crackers (Ritz, Cheez-Its, or saltines), cornflake crumbs, french fried onions or breadcrumbs. 
  • If you don’t have a 9x13 dish, you can use any oven-safe dish that holds 3-quarts. Deeper dishes may need longer baking time, shallower ones may cook faster.
homemade macaroni and cheese with creamy sauce and toasted panko topping ready to be baked until golden and bubbly

Tips for Baked Mac and Cheese Success

  • Preheat your oven and place the oven rack in the center of your oven to ensures an even, golden brown crust on top of your creamy baked mac and cheese. 
  • When you boil the macaroni, cook the pasta just one minute shy of al dente. The pasta will continue to cook in the oven, so undercooking it just a bit keeps it from becoming mushy. 
  • For the creamiest sauce, grate the cheese yourself. If you have ever made cheese sauce that turns out gritty or not quite as creamy as a restaurant, it might be because of using pre-shredded cheese, which often has anti-caking additives. 
Cozy and classic baked macaroni and cheese topped with golden, crispy breadcrumbs, baked until bubbly and perfectly browned.

How To Freeze

Baked macaroni and cheese freezes excellently! You have two choices. You can freeze the mac before you bake it, or you can freeze it fully baked. Unbaked and tightly covered, it will keep for 3 months in the freezer. If you freeze it fully baked, it can be frozen for up to 2 months. To warm it up and serve it, you can bake the mac from frozen! Just add 30-45 minutes to the cooking time and cover the dish with foil so that the topping doesn’t burn. Leftover baked macaroni and cheese keeps well in the refrigerator for at least 4 days. 

Cozy and classic baked macaroni and cheese topped with golden, crispy breadcrumbs, baked until bubbly and perfectly browned.

Easy Baked Macaroni And Cheese For Dinner.

For more recipe inspiration, follow us on Facebook, Instagram, TikTok and Pinterest or order our cookbook. We love when you share your meals. Tag us on Instagram using #themodernproper, and we’d love to hear what you think of this recipe in the comments below. Happy cooking!

This sponsored post is written by TMP on behalf of Tillamook. The opinions and text are all ours. Thank you for supporting the brands we love.

Turkey & Trimmings: 5 Days of Easy Thanksgiving Prep

FREE EMAIL BONUS: Prep plans for a smoother, tastier holiday

Cozy and classic baked macaroni and cheese topped with golden, crispy breadcrumbs, baked until bubbly and perfectly browned.

Classic Baked Macaroni and Cheese Recipe

  • Serves:  10
  • Prep Time:  15 min
  • Cook Time:  40 min
  • Calories:  711

Description

This Classic Baked Macaroni and Cheese is the ultimate comfort food! Super creamy with 2 pounds of cheddar & crispy panko topping. Perfect for Thanksgiving or any dinner. Kid-approved one-pot recipe ready in 55 minutes!

Print Recipe

💌 Send yourself this recipe

Enter your email and we'll send Classic Baked Macaroni and Cheese right to your inbox.

    Ingredients

    • 1 pound elbow macaroni
    • ¾ cup (1½ sticks) unsalted butter
    • 6 tablespoons all-purpose flour
    • 5 cups whole milk
    • 2 pounds cheddar cheese, shredded
    • 4 teaspoons kosher salt
    • 1 teaspoon garlic powder
    • 1 teaspoon mustard powder
    • ½ teaspoon freshly cracked black pepper
    • ½ cup panko breadcrumbs
    • 2 tablespoons minced fresh flat-leaf parsley, (optional)

    Method

    1. Preheat the oven to 400° F with a rack in the center position.

      ingredients laid out to make classic baked mac and cheese, the perfect comfort food for any season!
    2. Bring a large pot of water to a boil over high heat and salt it. Add the pasta and cook until 1 minute shy of al dente according to the package instructions. Drain. 

      butter and flour cooking in a skillet to make a roux for cheese sauce for homemade baked mac and cheese
    3. Meanwhile, melt ½ cup butter in a large braiser or Dutch oven over medium heat (see Note). Once the butter begins to bubble, add the flour, stirring, until a thick paste forms, 1 to 2 minutes. Slowly whisk in the milk.  

      milk being whisked in to a butter and flour roux to make perfect creamy, smooth cheese sauce for classic baked mac and cheese
    4. Set aside 1½ cups of the cheese. Stir the remaining cheese, remaining 2 teaspoons of salt, garlic powder, mustard powder, and pepper into the sauce, until the cheese is completely melted and the sauce is smooth and thick, about 4 minutes. Stir the cooked macaroni into the cheese sauce. 

      Cheese sauce being stirred in a skillet for classic baked macaroni and cheese, smooth, creamy, and ready to coat the pasta.
    5. Meanwhile make the panko topping. Melt the remaining ¼ cup butter in a small saucepan over low heat. Turn off the heat, add the panko and toss to coat (alternatively melt the butter in a microwave safe bowl in the microwave and toss with the panko).

      Panko breadcrumbs and butter sizzling in a skillet,  to make a golden, crispy topping for baked macaroni and cheese.
    6. Sprinkle the reserved cheese and panko on top of the macaroni. Bake in the oven until golden and bubbling, 20 to 25 minutes. Sprinkle with parsley before serving, if using.

      Cozy and classic baked macaroni and cheese topped with golden, crispy breadcrumbs, baked until bubbly and perfectly browned.

    Notes

    To bake in a 9 x 13-inch dish, follow steps 1 to 4 in a large pot, then transfer to the baking dish before adding toppings. Take the milk step slowly if very cold—the slower you add it, the quicker the sauce will thicken.

    Nutrition Info

    • Per Serving
    • Amount
    • Calories 711
    • Protein 30 g
    • Carbohydrates 26 g
    • Total Fat 54 g
    • Dietary Fiber 1 g
    • Cholesterol 156 mg
    • Sodium 1067 mg
    • Total Sugars 7 g

    Classic Baked Macaroni and Cheese

    Questions & Reviews

    Rated 5 stars by 13 readers

    or
    • Colleen

      Can I make ahead and freeze?

      We would freeze it before you bake it and don't add the breadcrumbs until baking it.

    • Heather

      2lbs of cheese? So 4 of the 8oz blocks of cheese? That's what I did... currently mid-making it and it feels like the measurements are off? Way to much cheese sauce to pasta?

      Yup! Let us know how you l liked it once it was baked! We do love a good cheesy Mac!

    • michele

      love your recipes!
      how would I make this ahead by a day or so?
      I was planning on making this GF as well, any tips?

      thank you and happy thanksgiving! M

      We would assemble it and then refriegerate it. Don't bake it until ready to serve and add the breadcrumbs before baking. Use 1:1 gluten free flour (we prefer bob's red mill) and your favorite gluten free noodle.

    • Liz

      Any suggestions if doubling the recipe?

      Should be fine to just double it. You'll need to bake it in 2 pans though. Hope you enjoy!

    • Amanda

      Can you freeze this after baking? If so how would you reccomend?

      Let it cool completely after cooking, then transfer it to a freezer-safe container or bag, ensuring it's tightly sealed to prevent freezer burn; you can portion it into individual servings for easy reheating, and then store it in the freezer for up to 3 months; when ready to eat, thaw overnight in the fridge and reheat in the oven or microwave.

    • Rebecca

      I feel like somethings off with the panko crust proportions. A whole stick of butter and 1/2 cup bread crumbs is a soggy mess. Is there a typo? I looked at some other recipes and they called for 1 and a half cups panko with 3-4 tbsp butter. Can you advise?

      You're only using half a stick of butter, the other half gets used further up in the recipe. Hope you enjoy!

    • Lynn

      How many cups of shredded cheese equals 2#?

      Thank you.

      About 8 cups. Hope you enjoy lynn!

    • Natasha

      I typically only buy a block of medium cheddar tillamook cheese because it’s always cheaper. Will it still taste good without the others? Is their anything I can help enhance the flavor?

      It won't have as sharp of a flavor but should still taste great!

    • Shari

      Can I make this ahead of time?

      Sure! Just reheat in the oven before serving or soup after step 6 and bake before serving.

    • melanie

      Hi! Why unsalted instead of salted?

      Because we already use salt in the recipe. Hope you enjoy Melanie!

    • Melissa

      5-star rating

      Great recipe. Easily adjustable for gluten free. Just had to do a little math because GF pasta boxes are only 12oz rather than 16oz. Very adaptable!

      Thanks Melissa, we are so glad that you loved it!

    • Rebecca

      5-star rating

      This recipe is a crowd pleaser!! I made this for gatherings this summer and always received compliments on it! The panko crumbs on the top is the perfect crisp!

      Thanks Rebecca, we are so glad you loved it!

    • Rebecca

      5-star rating

      Delish! Definitely making again. The panko topping added a lovely crunch!

      Thanks Rebecca, glad you loved it!

    • Rebecca

      5-star rating

      I tried this last night, and it was delish! A crowd pleaser for sure. Can't wait to make again.

      Thanks! Glad you loved it Rebecca!

    • Liz

      5-star rating

      My daughter wanted to make mac and cheese for Thanksgiving and picked this recipe. This wasn't too complicated for her to make and turned out to be hands down the best mac and cheese ever! It was most requested dish for leftovers too! She has requested to make it for Christmas and Easter dinner because everyone likes it so much.

      Thanks LIz, so happy everyone enjoyed it! Tell your daughter way to go!

    • Carole

      5-star rating

      Finally!!!! I have been searching for a mac and cheese recipe like my mom’s and this was it!!! Absolutely delicious and the perfect level of flavor and cheesiness. Yummmmmmm!

      Thanks Carole, we are so happy you loved it!

    • Kara

      5-star rating

      This was the best homemade Mac and Cheese that we have ever made! I did not buy enough shredded cheese (I started with 2 bags which was only 4 cups, not 8) so I added an Italian Shredded Cheese bag and some of our Cheddar Cheese Sticks for the kids. Even with the substitutions, it was outstanding! We made it in a large cast iron skillet. Yummy!

      Thanks Kara, we are so glad you loved it! Glad all the cheeses worked out!

    • Melissa

      5-star rating

      Amazing! It was a hit at thanksgiving, its soo easy to make and my whole family now requests it.

      Thanks Melissa, we are so happy you loved it!

    • Andy

      5-star rating

      this is bussin on god fr no cap

      Thanks Andy!

    • Hay

      5-star rating

      I was making really complicated macaroni with 4-5 different expensive cheeses, making a homemade cheese sauce and everything and I hate to say this satisfies and is my go to now for holidays!

      Thanks Hay, we are so happy you love it!