Homemade baked mac and cheese is one of my all-time favorites.

Tender elbow macaroni is smothered in a rich homemade cheese sauce and baked under a crispy butter crumb topping until golden brown and bubbly.

casserole dish full of Baked Mac and Cheese

An Extra Creamy Mac and Cheese Recipe

This baked mac and cheese recipe has a generous ratio of homemade cheese sauce with lots of cheddar flavor.

  • Serve it as a budget-friendly main dish or as a side next to Easter or Thanksgiving dinner.
  • Serve it as a meatless main or stir in leftover cooked chicken, ham, or bacon along with broccoli or peas to make it a meal.
cream , flour , panko , macaroni , milk , cheese , butter and seasonings with labels to make Baked Mac and Cheese

Ingredients for Baked Mac and Cheese

Pasta – This mac and cheese recipe is made with elbow macaroni but any small-ish shape will work. Elbows, shells, cavatappi, and rotelle (wagon wheels) are all great options.

Sauce – My mac and cheese sauces start with a roux (butter and flour) for thickening. Using both milk and cream creates a sauce that’s rich and creamy without being too heavy. It’s seasoned with mustard powder, onion powder, and a pinch of garlic powder.

Cheese – Sharp Cheddar is my favorite cheese for this baked mac and cheese recipe (colby jack is another great choice). Mix and match cheeses based on what you have but ensure that at least half is bold or sharp for the best flavor. Gruyere or Swiss will add a nutty, earthy flavor.

Toppings – Baked mac and cheese is delicious with a breadcrumb topping. You can replace the Panko topping with crushed Ritz crackers.

How to Bake Mac and Cheese

This mac and cheese recipe is the best ever, and it’s easy to prepare.

  1. Boil pasta: Cook pasta al dente (firm), drain, and rinse under cold water. Set aside.
  2. Make the sauce: Make a roux by cooking flour, seasonings, and butter. Whisk in milk, cream, and seasonings. Cook until thickened per the recipe below.
  3. Stir in cheese: Remove from heat and add cheese; whisk until smooth. Stir in cooked elbows and spread in a casserole dish.
  4. Bake: Add topping and bake until the top is browned and bubbly. Let it rest before serving.

Keep it Creamy!

To keep this mac and cheese extra creamy, do not overbake it. Everything is already cooked; heating it blends the flavors and gives it a browned topping.

Once heated through, the macaroni is done!

Holly’s Tips for Creamy Mac and Cheese

  • Cook pasta to a perfect al dente to avoid mushy noodles.
  • If possible, shred your own cheese for a smoother sauce. Pre-shredded cheeses will work, but they don’t melt as smoothly.
  • Remove sauce from the heat before adding cheese to keep it from separating or getting grainy.
  • Do not overbake (or the mac and cheese will be dry). Once the macaroni is bubbling and heated and the topping is browned, it is ready.
  • Mac and cheese can be prepared up to 2 days ahead of time (see notes).
a pan of baked mac and cheese with a bread crumb and cheese topping

How to Prepare Mac and Cheese Ahead of Time

Homemade Mac & Cheese can be prepared ahead of time and baked before serving.

  • Prepare the recipe as directed without baking. Place the topping in a separate container, cover, and chill for up to 48 hours.
  • Remove the mac and cheese from the fridge at least 30 minutes before baking. Cover and bake for 20 minutes. Stir in up to ½ cup warm to make the mixture is creamy.
  • Add the topping and bake for an additional 10 to 12 minutes or until hot and bubbly. Do not overbake.

How To Freeze

  1. Line a baking dish with aluminum foil and add the macaroni and cheese. Freeze in the baking dish.
  2. Once frozen, lift the foil out of the baking dish and wrap it tightly (this allows you to use the baking dish while the macaroni is frozen).
  3. To bake: Put the foil-lined mac and cheese back into the same baking dish. Thaw in the refrigerator overnight. Once thawed, remove from the refrigerator at least 30 minutes before baking. Bake macaroni as directed above.

Store any leftover mac and cheese in an airtight container in the refrigerator for up to 5 days. Reheat in the oven, on the stovetop, or in the microwave.

Freeze leftover portions in an airtight container or a freezer bag for up to three months.

More Cheesy Baked Pasta

Did you make this Baked Mac and Cheese? Leave us a comment and a rating below!

serving baked mac and cheese with a spoon
5 from 129 votes↑ Click stars to rate now!
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Baked Mac and Cheese

Macaroni noodles are tossed in a creamy, cheesy sauce, topped with a buttery crumb mixture, and baked until hot and bubbly.
Prep Time 15 minutes
Cook Time 35 minutes
Total Time 50 minutes
Servings 8 servings
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  • 16 ounces dry macaroni
  • cup salted butter
  • cup all-purpose flour
  • 1 teaspoon onion powder
  • 2 ¾ cups milk
  • ½ cup half and half or light cream
  • ½ teaspoon dry mustard powder
  • ½ teaspoon seasoned salt or to taste
  • ½ teaspoon garlic powder
  • ¼ teaspoon black pepper or to taste
  • 14 ounces sharp cheddar cheese shredded, approximately 3 ½ cups lightly packed
  • 1 ½ ounces fresh Parmesan cheese shredded, approximately ½ cup


  • ¼ cup Panko bread crumbs
  • 2 teaspoons butter melted
  • 2 ounces sharp cheddar cheese shredded, approximately ½ cup lightly packed
  • 2 tablespoons parmesan cheese shredded


  • Preheat the oven to 400°F.
  • In a small bowl, combine Panko bread crumbs, butter, cheddar cheese, and parmesan cheese and mix well. Set aside.
  • Bring a large pot of salted water to a boil. Add the macaroni and cook according to the package directions until al dente. Drain well, run under cold water, and set aside.
  • Meanwhile, melt butter in a medium saucepan over medium heat. Stir in flour, onion powder, and garlic powder. Cook for 2 minutes while stirring.
  • Gradually add the milk and cream, whisking until smooth after each addition. Continue cooking over medium heat until the mixture comes to a simmer and let simmer for 1 minute.
  • Remove the sauce from the heat and add cheddar cheese, parmesan cheese, and seasonings. Whisk until melted and smooth.
  • Toss the sauce with the drained pasta and gently spoon it into a 9×13 casserole dish.
  • Sprinkle the crumb mixture over top and bake for 20 to 22 minutes or until bubbly and topping is browned. Do not overcook.


Cheese: Use 3 ½ cups of cheddar cheese as directed in the recipe, or substitute ½ cup of the cheddar cheese for Gruyère if desired. Pre-shredded cheese is not recommended; does not melt as smoothly. Remove the sauce from the heat before adding in the cheese.
Pasta: Cook the pasta just until al dente (firm), as it will cook more as it bakes.
Baking: If the mac and cheese is overcooked, it won’t be creamy. Cook just until hot, and the topping is browned. Cool for 10 minutes before serving. 
Topping: Adding bread crumbs to the topping is optional, this mac and cheese can be topped with just cheese if you prefer.
Make Ahead: This baked Mac and Cheese can be prepared 2 days ahead of time and refrigerated before serving, reserve the topping in a separate container. Remove the baking dish from the fridge 45 minutes before baking. Cover with foil and bake covered for 20 minutes. Remove the foil, and stir in up to ½ cup warm milk to make a creamy consistency. Top with the reserved topping and bake uncovered for an additional 10 to 12 minutes or until browned.
Leftovers: Keep covered in the fridge for up to 5 days. Add a splash of milk or cream and reheat in the microwave or on the stovetop using low heat. 
5 from 129 votes

Nutrition Information

Serving: 1cup | Calories: 650 | Carbohydrates: 57g | Protein: 28g | Fat: 34g | Saturated Fat: 20g | Cholesterol: 100mg | Sodium: 630mg | Potassium: 332mg | Fiber: 2g | Sugar: 6g | Vitamin A: 1135IU | Calcium: 634mg | Iron: 1.7mg

Nutrition information provided is an estimate and will vary based on cooking methods and brands of ingredients used.

Course Casserole, Main Course, Pasta, Side Dish
Cuisine American
Baked Mac and Cheese in a casserole dish with a spoon
cheesy Baked Mac and Cheese with writing
Baked Mac and Cheese in a dish with a spoon with writing
Baked Mac and Cheese in the dish and close up with writing


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About the author

Holly is a wine and cheese lover, recipe creator, shopping enthusiast and self appointed foodie. Her greatest passion is creating in the kitchen and making deliciously comforting recipes for the everyday home cook!
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Recipe Rating


  1. Super yummy recipe! I’d only adjust the salt slightly (add a bit more). Otherwise this was a total hit and my whole family felt it was the best mac n cheese ever!5 stars

  2. I really love your recipes. For the topping, try melting butter in small pan, add the panko/bread crumbs and some very thinly sliced garlic and cook til lightly toasted, just make sure to watch closely and stir so it doesn’t burn. This topping is great for lots of recipes, even store bought or instant Mac n cheese 5 stars

  3. Love this recipe. Next time I will make the roux and cheese sauce in my large porcelain casserole pot that can go into the oven and make this a one pot meal. I made a huge mess in my tiny kitchen, albeit my own fault. Turned out perfect.5 stars

  4. First time making this and even though I switched out a couple of the ingredients, it ca me out beautifully and delicious!5 stars

    1. Thanks for leaving a comment. Unfortunately, I am unable to provide metric options for recipes but there are many conversion tools available online. I hope that helps!

  5. I found Holly’s Spend With Pennies site a few years ago and tried her version of Chicken Parmesan. That dish is still my son’s favorite. Ever since, when I’m looking for a recipe, I always go to her site first. Eveything has always been delicious, and this Mac and Cheese is no different. Fabulous flavor!! A huge Holly fan!5 stars

  6. Holly – in one of your other recipes for Mac & Cheese you call for a can of Cheddar Cheese Soup, that was the recipe I made for Thanksgiving and it came out great, I was just wondering what end results were / the differences are between the two?

    1. So glad you enjoyed it! The soup just adds a slightly different flavor to the sauce, if could be added to (or left out from) either recipe if you’d like.

  7. Just made this! It called for mustard powder, seasoned salt, etc. in the ingredients list, but I don’t see it mentioned in the directions. I ended up putting them in with the rest of the spices, but wanted to point that out! Thank you!

  8. I made a double batch for a church event, and there were no leftovers to take home. Received many compliments on the taste. Used store brand sharp cheddar and some “fancy” brand New York white cheddar. Fantastic.5 stars

  9. Can you make a smaller version of the mac and cheese? How do you half 1/3 cup? There are just two of us and we don’t need a huge pan of mac and cheese.

    1. Yes, you could half the recipe. You would need 2 tablespoons + 2 teaspoons for half of ⅓ cup. I would suggest reducing the bake time slightly.