If you have a soft spot for classic comfort food, then you are going to absolutely adore this Old Fashioned Baked Macaroni and Cheese Recipe. It’s the kind of dish that wraps you in warm, cheesy goodness with every delicious bite. Creamy, cheesy, and baked to perfection with a crunchy golden top, this recipe brings back that nostalgic feeling of homemade meals that never go out of style. Whether you’re serving it up for a family dinner, a special occasion, or just because you crave some soul-soothing food, this baked macaroni and cheese is your new go-to crowd-pleaser.

Ingredients You’ll Need
Here’s the thing about this Old Fashioned Baked Macaroni and Cheese Recipe: the ingredients are wonderfully simple yet incredibly effective. Each one plays a key role in building layers of flavor, texture, and that inviting golden crust we all dream of.
- 3 cups shell pasta: These little pasta shells hold the creamy sauce perfectly and offer a delightful bite.
- 4 tablespoons salted butter: Adds richness and helps create the base of the luxurious cheese sauce.
- 4 tablespoons all-purpose flour: The secret to thickening the sauce evenly and giving it that velvety texture.
- 3 cups whole milk: Provides creaminess and smoothness, making every forkful melt in your mouth.
- 1/2 teaspoon kosher salt: Enhances all the flavors beautifully without overwhelming.
- 1/4 teaspoon black pepper: Offers a gentle hint of spice that balances the richness.
- 1/4 teaspoon garlic powder: Adds a subtle savory depth that you won’t immediately notice, but will definitely appreciate.
- 1 pinch ground nutmeg: A warm, cozy undertone that elevates the cheese sauce to next-level comfort food.
- 3 cups shredded sharp cheddar cheese, divided: Sharp cheddar is classic for a reason—it’s flavorful and melts beautifully.
- 1/3 cup seasoned panko bread crumbs: Gives the perfect crunchy topping that contrasts with the creamy interior.
How to Make Old Fashioned Baked Macaroni and Cheese Recipe
Step 1: Preheat Oven and Prepare Pasta
Start off by preheating your oven to 350°F (175°C). While the oven warms up, cook your shell pasta according to the package directions but make sure to reduce the cooking time by 2 minutes so the pasta is just shy of al dente. This ensures the pasta won’t get mushy once baked. Drain and set aside.
Step 2: Whip Up the Cheese Sauce
Now, melt the butter in a saucepan over medium heat and whisk in the flour. Give it a good stir and let it cook for about 2 minutes; this step removes the raw flour taste and sets the base of your sauce. Gradually whisk in the whole milk alongside kosher salt, black pepper, garlic powder, and a pinch of nutmeg. Cook this mixture for 5 to 7 minutes while stirring constantly until it thickens into a smooth, creamy sauce that’s begging to be smothered over pasta.
Step 3: Combine Cheese and Pasta
Remove your sauce from the heat and immediately stir in 2 cups of the sharp cheddar cheese until it melts completely, creating a luscious, cheesy pool. Then gently fold in your cooked pasta, coating every shell in cheesy goodness.
Step 4: Assemble and Bake
Pour the macaroni and cheese mixture into an 11×7 inch baking dish, spreading it out evenly. Sprinkle the remaining cup of shredded cheddar cheese on top, followed by a generous layer of seasoned panko bread crumbs. These crumbs will bake into a golden, crisp topping that adds the perfect texture contrast. Bake uncovered for 20 minutes until bubbly and beautifully browned on top.
Step 5: Serve and Enjoy
Once out of the oven, let your Old Fashioned Baked Macaroni and Cheese Recipe sit for a few minutes to set up slightly before serving. That way, every scoop holds together beautifully and melts in your mouth like a dream.
How to Serve Old Fashioned Baked Macaroni and Cheese Recipe

Garnishes
While this dish is a star all on its own, a sprinkle of fresh chopped parsley or chives adds a delightful pop of color and freshness. For a little extra zing, a dusting of smoked paprika or a few red pepper flakes can bring some exciting contrast to the creamy richness.
Side Dishes
Baked macaroni and cheese pairs beautifully with crisp, green side salads or roasted vegetables like broccoli or Brussels sprouts. If you want to lean into indulgence, serve it alongside crispy fried chicken or tangy coleslaw for a classic Southern-inspired meal.
Creative Ways to Present
Impress your guests by serving individual portions in cute ramekins topped with freshly baked panko crumbs. For a fun twist, try mixing in cooked bacon bits or caramelized onions before baking, or swirl in some spicy hot sauce or mustard in the cheese sauce for a unique flavor profile.
Make Ahead and Storage
Storing Leftovers
If you have leftovers (which is always a good problem to have), store them in an airtight container in the refrigerator. They will stay fresh for up to 3 days, making for an easy reheat whenever that comfort food craving strikes again.
Freezing
You can freeze your baked macaroni and cheese, either before or after baking, although it’s best frozen before baking for optimal texture. Wrap tightly with plastic wrap and aluminum foil or use a freezer-safe container, and it will keep well for up to 2 months.
Reheating
Reheat leftovers gently in the oven at 350°F until warmed through to preserve the creamy texture and to crisp the topping back up. If reheating from frozen, thaw overnight in the fridge first for best results. Microwaving is convenient but may result in uneven heating or a softer crust.
FAQs
Can I use a different type of cheese?
Absolutely! While sharp cheddar is classic and melts perfectly, feel free to experiment with a mix of cheeses like Gruyère, mozzarella, or Monterey Jack to create your own signature version of this Old Fashioned Baked Macaroni and Cheese Recipe.
Is it necessary to use whole milk?
Whole milk contributes to the creamy texture and richness of the sauce, but you can use 2% milk if needed. Just be aware the sauce might be slightly less rich but still delicious.
What pasta shapes work best?
Shells are great because they trap the sauce, but elbow macaroni, cavatappi, or even small penne work amazingly well in this recipe too. The key is using a pasta that holds sauce nicely.
Can I make this recipe vegetarian?
This baked macaroni and cheese is vegetarian-friendly as is, provided your cheese uses vegetarian rennet. Check your cheese labels if this is important to you. No meat ingredients are included in this recipe.
How can I make the topping extra crispy?
For an extra crispy topping, toss the panko bread crumbs with a bit of melted butter before sprinkling them on top. This will help them brown beautifully and add even more crunch to your dish.
Final Thoughts
This Old Fashioned Baked Macaroni and Cheese Recipe truly captures the spirit of comforting, timeless home cooking with its creamy texture and perfectly crunchy top. It’s effortless to make, satisfying, and always welcomed at the dinner table. I hope you enjoy creating and devouring this heartwarming dish as much as I do—go ahead and give it a try, you won’t regret it!
Print
Old Fashioned Baked Macaroni and Cheese Recipe
- Prep Time: 10 minutes
- Cook Time: 35 minutes
- Total Time: 45 minutes
- Yield: 8 servings
- Category: Main Dish
- Method: Baking
- Cuisine: American
Description
This Old Fashioned Baked Macaroni and Cheese is a comforting classic featuring tender shell pasta coated in a rich, creamy cheddar cheese sauce, topped with a crisp seasoned panko breadcrumb crust, baked to golden perfection in just 45 minutes.
Ingredients
Pasta
- 3 cups shell pasta, cooked 2 minutes less than al dente
Cheese Sauce
- 4 tablespoons salted butter
- 4 tablespoons all-purpose flour
- 3 cups whole milk
- 1/2 teaspoon kosher salt
- 1/4 teaspoon black pepper
- 1/4 teaspoon garlic powder
- 1 pinch ground nutmeg
- 3 cups shredded sharp cheddar cheese, divided
Topping
- 1/3 cup seasoned panko bread crumbs
Instructions
- Preheat oven and cook pasta: Preheat your oven to 350°F (175°C). Cook the shell pasta according to package directions, but reduce the cooking time by 2 minutes to keep it slightly firm. Drain the pasta and set it aside.
- Make cheese sauce: In a medium saucepan, melt the salted butter over medium heat. Whisk in the all-purpose flour and cook for 2 minutes, stirring constantly to form a roux. Gradually whisk in the whole milk along with kosher salt, black pepper, garlic powder, and ground nutmeg. Continue cooking and stirring for 5 to 7 minutes until the sauce thickens and becomes smooth.
- Combine cheese and pasta: Remove the saucepan from heat and stir in 2 cups of shredded sharp cheddar cheese until it melts completely and the sauce is creamy. Then gently combine this cheese sauce with the cooked pasta, ensuring all shells are well coated.
- Prepare for baking: Pour the cheesy pasta mixture into an 11×7 inch baking dish, spreading it evenly. Sprinkle the remaining 1 cup of cheddar cheese over the top followed by the seasoned panko bread crumbs, which will add a crunchy topping.
- Bake: Place the baking dish uncovered in the preheated oven and bake for 20 minutes or until the topping is golden brown and bubbling around the edges.
- Serve: Remove from oven and serve immediately while hot and creamy for the best taste and texture.
Notes
- For extra creaminess, you can add a splash of heavy cream to the milk when making the sauce.
- Feel free to use other types of cheese like Gruyère or Monterey Jack for different flavor profiles.
- To make this gluten-free, substitute regular flour with gluten-free flour and use gluten-free panko crumbs.
- Leftovers can be stored in an airtight container in the refrigerator for up to 3 days and reheated in the oven to retain crispiness.

