This easy baked mac and cheese recipe is at the very top of my list of favorite comfort dishes. It’s a breeze to make with macaroni in a rich and creamy cheese sauce (and lots of it!) baked until bubbly under a golden crumb topping.

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Holly’s Recipe Highlights
- Flavor: Using two kinds of cheese and extra sauce makes the dish extra creamy, rich, and full of cheesy goodness.
- Skill Level: This recipe is easy to make and can be prepared ahead of time and refrigerated.
- Swaps: Try this recipe with mixtures of different cheeses, such as mozzarella, Monterey Jack, Havarti, Provolone, Gruyere, or Gouda.

Essentials and Easy Swaps
- Pasta: Elbow pasta makes the creamiest mac and cheese, but any medium or small shapes with ridges or holes, like shells or cavatappi, work too.
- Cheese: Sharp shredded cheddar adds a bold cheese flavor. You can replace 1 cup of cheddar with Swiss, Havarti, or Gruyere cheese.
- Dairy: I use a combination of milk and cream to make it nice and creamy. Heavy cream will give the dish all the more richness.
- Topping: Panko breadcrumbs have a nice crunch, but you can use regular breadcrumbs or crushed cracker crumbs (saltines or Ritz) instead.
Variations
- Add extra protein that will complement the cheesy flavors. Bacon or sausage tastes wonderful in baked mac and cheese, and adds a smoky layer.
- Broccoli, peas, or green beans are nice add-ins for adding nutrients and cutting through some of the cheesy richness.




How to Make Baked Mac and Cheese
- Cook pasta: Cook the pasta al dente (recipe below).
- Make sauce: Cook butter, flour, and seasonings. Whisk in milk and cream, then stir in cheeses.
- Add pasta: When the cheeses are melted, whisk the sauce until smooth and stir in the cooked pasta.
- Bake: Spoon into a casserole. Sprinkle the bread crumb topping over the top and bake. Easy peasy!




Love Your Leftovers
- 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 for 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 and keep it covered in the refrigerator without topping for up to 2 days. Let the mac and cheese rest at room temperature for about 45 minutes. Stir in ½ cup of warm milk after baking for 20 minutes. Add topping and bake until hot and bubbly.
- Freezing: Assemble unbaked mac and cheese in a foil-lined dish, freeze, then wrap in plastic wrap to free up the dish.
- 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 recipe? Leave a rating and comment below!

Ingredients
- 16 ounces elbow macaroni
- 5 tablespoons salted butter
- 5 tablespoons all-purpose flour
- 1 teaspoon onion powder
- ½ teaspoon garlic powder
- 2¾ 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 shredded sharp cheddar cheese approximately 3½ cups lightly packed
- 1½ ounces shredded Parmesan cheese approximately ½ cup
Topping
- ¼ cup Panko bread crumbs
- 2 teaspoons butter melted
- 2 ounces shredded sharp cheddar cheese approximately ½ cup lightly packed
- 2 tablespoons shredded Parmesan cheese
Instructions
- Preheat the oven to 400°F.
- 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, in a small bowl, make the topping by combining Panko breadcrumbs, 2 teaspoons butter, 2 ounces cheddar and 2 tablespoons Parmesan. Mix well and set aside.
- In a medium saucepan, melt 5 tablespoons butter 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 & Parmesan cheeses, mustard powder, seasoned salt, and pepper. Whisk until melted and smooth.
- Toss the sauce with the drained macaroni and gently spoon it into a 9×13 casserole dish.
- Sprinkle the Panko crumb mixture over top and bake for 20 to 22 minutes or until bubbly and topping is browned. Do not overcook.
Notes
Nutrition Information
Nutrition information provided is an estimate and will vary based on cooking methods and brands of ingredients used.
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I meal prep for my family and I made the mac n chs with meatballs and peas. Delish!!!
Hello Holly
Thank you for this recipe. I have a very fussy daughter who only likes the packet Mac and cheese and I made this recipe and she loves it. Truth be told I love Mac and cheese too. Much ❤️
good recipe girls u cook like my mom used too!!!!!
Macaroni and cheese is my favorite comfort meal. I can hardly wait to try it. Thanks Holly.
Enjoy the recipe Mai!
This was so delicious I could eat the whole pan by myself! 5 stars plus! Thanks for the great recipe!
Thank you so much for leaving a comment, Lori! Glad to hear you loved it!
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!
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
Thanks for sharing, Cindy! That sounds delicious.
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.
First time making this and even though I switched out a couple of the ingredients, it ca me out beautifully and delicious!
Very nice recipe, but how do i change to metric?
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!
made this 2x and MAN!!!
So glad you loved it, Dawn!
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!
Aww thank you so much for the kind words! ❤️
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?
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.
What are the mustard powder, seasoned salt, and black pepper for? I did not see them used in the instructions.
They should be added along with the cheddar and parmesan cheese.
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!
Sorry for the confusion TB! I hope you loved the mac and cheese.
Very creamy, I cooked my Just under 18 minutes, but that was my preference.
what does “light cream” mean? like sour cream? “whipping cream”?
I use a cream that is about 12%MF (like half and half).
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.
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.
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.
Great recipe Holly! It was sooo delicious!