This Baked Macaroni and Cheese is a classic family favorite. Elbow macaroni is coated in a creamy homemade cheese sauce and finished with a crispy breadcrumb topping.

Everyone loves this baked mac and cheese
If you need a side dish to bring to Thanksgiving or any family gathering, this baked macaroni is perfect.
There’s nothing better than a generous serving of ultra-cheesy macaroni topped with a buttery, crunchy breadcrumb layer.
This dish is comforting and nostalgic, the kind of recipe that brings back warm holiday memories.
It uses two kinds of sharp cheddar, a rich homemade cheese sauce, and a crunchy panko topping that makes every bite satisfying.
This mac and cheese is pure comfort food and a must for any menu that calls for a crowd-pleasing side.

The full recipe and instructions are provided below. Here’s an overview of what you’ll need and how to make it.
Ingredients you will need
- Elbow macaroni
- Unsalted butter and all-purpose flour for the roux
- Whole milk
- White sharp cheddar, freshly grated
- Yellow sharp cheddar, freshly grated
- Salt
- Panko bread crumbs for the topping

How to make baked macaroni and cheese
Step 1: Cook the elbow macaroni according to package directions, stopping 1 minute before al dente. Drain immediately and set aside.
Recipe tip
Avoid overcooking the pasta since it will finish cooking in the oven. You want the noodles to keep a bit of bite.

Step 2: While the pasta cooks, make the cheese sauce. Melt the butter in a saucepan, add the flour and whisk constantly for 1–2 minutes until it begins to brown. Gradually whisk in the milk until smooth.


Continue whisking until the sauce thickens, about 7–8 minutes.
Step 3: Remove the sauce from heat and stir in the salt and 3 cups of the grated cheese until smooth.
Joy’s tip
Always grate cheese fresh for the best melt and flavor. Pre-shredded cheese can have anti-caking agents that affect texture.


Stir the cooked macaroni into the cheese sauce until all the noodles are evenly coated.


Step 4: Grease a 9×13-inch baking dish and spread half the mac and cheese across the bottom.
Step 5: Sprinkle 1 cup of the shredded cheese over the first layer.


Step 6: Add the remaining macaroni, then top with the rest of the shredded cheese.


Step 7: Combine panko breadcrumbs, melted butter, and a pinch of salt. Evenly spread the mixture over the cheese layer.


Step 8: Bake at 375°F (190°C) for 15–20 minutes, until the top is golden brown and the casserole is hot and bubbly.
How to tell it’s done
Keep an eye on the casserole near the end of baking to avoid burning. You want a hot, bubbly interior and a nicely browned, crunchy top.

What is the best cheese to use?
Use high-quality cheese and grate it fresh for the best flavor and melting texture. This recipe uses both white sharp cheddar and yellow sharp cheddar.
If you’d like to experiment, try additions like Gruyère, Parmesan, Monterey Jack, or Swiss for different flavor profiles.

More recipes you’ll love
- Crock Pot Mac and Cheese
- Vegetable Rice Casserole
- Broccoli Mac and Cheese
- Potato Soup
- Classic Butter Noodles
- Sweet Potato Casserole with Marshmallows
- Creamed Corn in the Slow Cooker
- Mashed Potatoes with Sour Cream
- Brussel Sprout Chips
- Sweet Potato Casserole with Pecans

Storing
- Storing: Store leftovers in an airtight container in the refrigerator for up to 3 days.
- Reheating: Reheat individual portions in the microwave until warmed through, or reheat in the oven at 350°F (175°C) until heated.

Can I freeze this mac and cheese?
Freezing is not recommended. Thawing can cause the texture to become mushy and the sauce to lose its creamy consistency.


Baked Macaroni and Cheese
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Ingredients
- 1 lb elbow macaroni
- ½ cup unsalted butter
- ½ cup all purpose flour
- 4 cups whole milk
- 8 oz white sharp cheddar cheese, freshly grated
- 8 oz sharp cheddar, freshly grated
- 1 ½ teaspoons salt
For the Topping
- 1 cup panko bread crumbs
- 3 tablespoons unsalted butter, melted
- ¼ teaspoon salt
Instructions
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Cook the elbow macaroni 1 minute less than al dente, then drain immediately.
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While the pasta cooks, melt butter in a saucepan. Add flour and whisk constantly for 1–2 minutes until lightly browned.
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Gradually whisk in the milk until the sauce is smooth.
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Continue whisking until the sauce thickens, about 7–8 minutes.
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Remove from heat and stir in salt and 3 cups of the cheese until smooth.
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Mix the cooked macaroni into the cheese sauce.
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Grease a 9×13-inch baking dish.
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Spread half of the mac and cheese in the dish.
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Top with 1 cup of shredded cheese.
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Add the remaining mac and cheese.
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Top with the remaining shredded cheese.
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Combine panko, melted butter, and salt for the topping.
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Spread the breadcrumb mixture over the cheese.
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Bake at 375°F (190°C) for 15–20 minutes until golden and bubbly.
Nutrition
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