This baked mac and cheese is the best.

This version has a decadent homemade cheese sauce (and lots of it) tossed with macaroni and baked until bubbly under a light golden topping.

Baked Mac and Cheese in the dish with a spoon

You’ll Be Obsessed With This Baked Mac & Cheese Because…

  • It’s rich and creamy with the best flavor.
  • I’ve added extra cheese sauce to make sure it’s super creamy every time.
  • The sauce is homemade and totally decadent – but it’s actually easy to make!
  • It’s the ultimate comfort food – simplicity at it’s very best.
cream , flour , panko , macaroni , milk , cheese , butter and seasonings with labels to make Baked Mac and Cheese

Ingredients for Baked Mac and Cheese

Pasta: I love elbow macaroni for mac and cheese, but you can use any shape you like. Choose medium or small shapes that have ridges or tubes so the sauce can cling and fill; penne, orecchiette, shells, and cavatappi are great choices.

Sauce: The sauce starts with a roux made with butter and flour while milk and cream make the base of the sauce. Onion powder, dry mustard powder, and seasonings add flavor.

Cheese: Sharp Cheddar is bold and makes the best mac and cheese. Feel free to swap out about 1 cup of cheese for Gruyere or Swiss to change it up. Shredding your own cheese from a block makes a smoother sauce but pre-shredded cheeses will work just fine.

Topping: Panko has a nice crunch but you can use crushed cracker crumbs (saltines or Ritz) in place.

How to Make Baked Mac and Cheese

  1. Cook the macaroni (recipe below).
  2. Cook butter, flour, and seasonings and whisk in milk and cream.
  3. Stir in cheddar, parmesan, and seasonings until smooth.
  4. Toss sauce with pasta and pour into a prepared casserole dish.
  5. Sprinkle topping over mac and cheese and bake. Easy peasy!

Keep it Creamy!

Do not overbake this mac and cheese to keep it extra creamy. 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 for prep ahead).
a pan of baked mac and cheese with a bread crumb and cheese topping

Storing Baked Mac and Cheese

  • Leftovers: Keep leftover baked mac and cheese in a covered container in the refrigerator for up to 5 days or freeze portions in zippered bags up to 3 months. Reheat on the stovetop or in the microwave with a little milk added to loosen the cheese sauce.
  • Make Ahead: Prep mac and cheese ahead (keep the topping separate) and keep it covered in the refrigerator for up to 2 days. Let the mac and cheese rest at room temperature for about 45 minutes. Stir in a ½ cup of warm milk after baking for 20 minutes. Add topping and bake until hot and bubbly.
  • Freezing: Freeze unbaked mac and cheese (without the topping) by assembling it in a foil-lined casserole dish. Once frozen, lift the casserole out and wrap it in plastic wrap (so the casserole dish can be used elsewhere) and freeze. To bake, return the casserole to the baking dish and thaw overnight in the refrigerator. Let the mac and cheese rest at room temperature for about 30 minutes. Add topping and bake until hot and bubbly.

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
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Baked Mac and Cheese

This baked mac and cheese recipe has extra sauce for the perfect mix! It's all 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 elbow macaroni
  • 5 tablespoons salted butter
  • 5 tablespoons all-purpose flour
  • 1 teaspoon onion powder
  • ½ teaspoon garlic 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
  • 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 works but doesn’t 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: Prepare this baked Mac and Cheese up to 2 days in advance and keep it in the fridge, with the topping stored separately. Take it out of the fridge 45 minutes before baking. Cover with foil and bake for 20 minutes. Then, remove the foil and stir in up to ½ cup of warm milk or as needed to achieve a creamy texture. Add the topping, and bake uncovered for another 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
cheesy Baked Mac and Cheese in the casserole dish with a spoon and a title
rich and gooey Baked Mac and Cheese with writing
easy to make Baked Mac and Cheese with writing
Baked Mac and Cheese in the casserole dish and taking a spoonfull out of the dish with a title


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About the author

Holly Nilsson is the creator of Spend With Pennies, where she creates easy, comforting recipes made for real life. With a passion for nostalgic flavors and simplified techniques, Holly helps busy home cooks create delicious meals that always work. She is also the author of “Everyday Comfort,” which promises to inspire even more hearty, home-cooked meals.
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Recipe Rating


  1. A variation I use when making Mac & Cheese … I use French’s fried onion rings for the topping.. adds a bit of crunch and I do love onions!!!5 stars

  2. This is THE best Mac and cheese..I had to give the recipe to my daughter as my grand kids would only eat “gramma’s Mac and cheese!”.. thanks for all the great recipes!n

  3. I make this recipe almost montly during mealprep week!
    Its sooo good to separate into dishes and be able to throw into the air fryer or oven and reheat,
    I buy one of the quartered precooked hams at the grocery or occasionally they’ll have them at the food bank, and I’m always watching cheese block sales. I do add peas, and a slightly bit more cheese! I make the roux in my cast iron, throw all the cheese, pasta and everything else in and then bake it right in the cast iron! love it!
    5 stars

  4. Holly, I finally made this yesterday. It is amazingly delicious! My husband is still complimenting on it and I’m still patting myself on the back! In my opinion it turned out like restaurant quality. I did use Cabot Seriously Sharp cheddar, Swiss and grated parm cheeses. We could’ve eaten the whole dish it was that delicious. Can’t wait to make it again. Thank for all your super recipes!5 stars

  5. I’m making this for the 4th BBQ . Question I don’t have dry mustard BUT have Dijon. Can’t I sub the wet mustard. Thank you

    1. You can definitely Marion. Try with the same amount and taste to see if you’d like to add a tiny bit more. Enjoy!

  6. This is the best mac and cheese ever! I used cheese i already had. I had a bag of 4 cheese mexican blend and then i used the rest of the swiss and muenster cheeses i had. Oh and parmesan! So cheesy and delicious! Thank you for sharing your recipe! My husband and grandson loved it!5 stars

  7. It was really good! Not overly cheesy tasting and I added bacon and onions and it was perfect! Enough to feed a family too!4 stars

  8. Hi Holly!
    Your Mac and cheese recipe looks great and iwould like to make it for a family dinner. But I will be feeding 10!adults and 2 kids and serving with a baked ham and roasted asparagus. How much should Iincrease the recipe?

    1. This recipe makes enough for 8 servings more as a side dish so you might like to double it and make 2 pans.

  9. I’ve made this recipe several times now. It’s truly delicious made exactly as per your instructions. Thanks much!5 stars

  10. If you will use evaporated milk, instead of milk, like in Queso, It won’t separate.

    Thanks for the recipe

    Hugs from Texas

  11. This is making me hungry. I saute fresh chopped onions in the butter before I add flour for the roux. The addition of all or any of the following are delicious. chopped tomato, chopped, chopped parsley, chopped sliced ham (I don’t like bacon), cut up hard-boiled eggs. Reserve a little grated cheese and add to the breadcrumbs on the top.

  12. Is the macaroni in recipe measure by weight or volume. If by weight, about how many cups would that be?

    Thank you,

    1. This is by weight Paulette. It is approximately 4 cups dry elbow macaroni. Hope that helps!

  13. I have not made this yet but one question. The recipe calls for light cream but the instructions call for heavy cream. Which one is correct? Thank you. Looking forward to making this, just want to make sure.

  14. Best mac and cheese ever.My family devoured it.The addition of the gruyere made it. And easy to put together.My go to recipe now.