Baked Mac and Cheese – Spend With Pennies


A homemade baked mac and cheese recipe is one of my favorites of all time.

In this baked mac and cheese recipe, 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


A Favorite Main or Side Dish

  • Cheesy, creamy, and loaded with heaps of cheddar flavor, this baked mac and cheese is a crowd-pleaser!
  • A generous portion of a homemade cheese sauce makes it rich and delicious.
  • Serve it as a budget-friendly main dish or as a side next to Thanksgiving dinner.
  • Keep vegetarian or add leftover cooked chicken, ham, or bacon.
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; however, any small-ish shape will work. Elbows, shells, cavatappi, and rotelle are all great options.

Cheese Sauce – This version of mac and cheese is made with a roux of butter and flour. Using both milk and cream create a sauce that’s rich and creamy with just the right texture. Season it with a little bit of mustard powder, onion powder, and a pinch of garlic powder.

Cheese – Sharp Cheddar is my favorite choice for a classic mac and cheese recipe. If you’d like, add a little Gruyere (or Swiss) for a bolder flavor. Feel free to use your favorite cheeses like gouda, white cheddar cheese, Colby jack, or a blend. Be sure at least half of the cheese is a sharp or bold cheese for the best flavor.

Toppings – Baked mac and cheese is delicious with a breadcrumb topping. Change it up and 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.

For An Extra Creamy Mac and Cheese

Be sure not to overbake the casserole. Everything in the dish is already cooked, the purpose of heating it is to blend the flavors and to get a browned topping.

Once heated through, the macaroni is done!

Tips for Creamy Mac and Cheese

  • Cook pasta to a perfect al dente to avoid mushy noodles.
  • Shred your own cheese! Pre-shredded cheeses have additives that can keep them from clumping which also makes it so they don’t melt 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, you know it is ready. Everything is cooked, the baking is to meld the flavors and brown the topping.
  • Mac and cheese can be prepared ahead of time and refrigerated for up to 2 days.
a pan of baked mac and cheese with a bread crumb and cheese topping

How to Prepare Mac and Cheese Ahead of Time

  • To make homemade mac and cheese ahead of time, prepare the recipe as directed without baking. Cover and chill for up to 48 hours.
  • If making ahead, I like to stir in additional warm milk part way through cooking to reach a creamy consistency as the pasta will soak up a little of the sauce. You can also add additional cheese if you’d like.
  • Remove the mac and cheese from the fridge at least 30 minutes (or up to 60 minutes) before baking. You may need to add extra baking time if it is cold from the fridge. 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 and 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

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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

  • 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 and parmesan cheese. 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: It’s very important that this is not overcooked or 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’d prefer.
Make Ahead: 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 the baking dish with foil and bake covered for 20 minutes. Remove the foil and stir the macaroni and add 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 can be kept 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. 

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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Makes Noise is a blog where you can find all the juicy details on a variety of topics including health and fitness, technology, lifestyle, entertainment, love and relationships, beauty and makeup, sports and so much more. The blog is updated regularly to make sure you have all the latest and greatest information on the topics that matter most to you.

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