Classic Baked Macaroni and Cheese

Classic baked mac and cheese

The Spruce 

Prep: 15 mins
Cook: 25 mins
Total: 40 mins
Servings: 6 servings
Nutritional Guidelines (per serving)
758 Calories
55g Fat
38g Carbs
28g Protein
See Full Nutritional Guidelines Hide Full Nutritional Guidelines
Nutrition Facts
Servings: 6
Amount per serving
Calories 758
% Daily Value*
Total Fat 55g 71%
Saturated Fat 32g 159%
Cholesterol 158mg 53%
Sodium 926mg 40%
Total Carbohydrate 38g 14%
Dietary Fiber 3g 12%
Protein 28g
Calcium 776mg 60%
*The % Daily Value (DV) tells you how much a nutrient in a food serving contributes to a daily diet. 2,000 calories a day is used for general nutrition advice.
(Nutrition information is calculated using an ingredient database and should be considered an estimate.)

A Southern-style baked macaroni and cheese is a fabulous dish to serve as a side or main dish. It's easy and begins with a made-from-scratch cheese sauce that takes very little time to prepare. The breadcrumb topping finishes it off perfectly and it's sure to be a new family favorite.

This dish is an excellent choice for any meal or occasion. Serve the macaroni and cheese as a side dish with fried chicken, burgers or hot dogs, barbecue, or a holiday dinner. On a busy night when you're in the mood for a lighter meal that will still fill you up, it's a perfect choice as well. Simply serve it with a side salad and bread and dinner is served!

To brown the bread crumbs a little more, turn the broiler on for a minute or two just before taking the casserole out of the oven. Just be sure to watch carefully for signs that the topping is getting too dark.


  • 8 ounces elbow macaroni
  • 4 tablespoons butter
  • 4 tablespoons flour
  • 1/4 teaspoon dry mustard
  • 1/2 teaspoon salt
  • 1/8 teaspoon black pepper (freshly ground, or to taste)
  • 1 cup milk
  • 1 cup light cream (or half-and-half, or more milk)
  • 2 cups sharp Cheddar cheese (shredded)
  • 3/4 cup breadcrumbs (soft)
  • 2 tablespoons melted butter

Steps to Make It

  1. Gather the ingredients.

    Ingredients for baked mac and cheese
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  2. Cook macaroni following the package directions.

    Cook macaroni
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  3. Drain in a colander and rinse with hot water; set aside.

    Drain in colander
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  4. Butter a 2-quart baking dish. Heat oven to 350 F.

    Baking dish
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  5. In a saucepan, melt 4 tablespoons of butter over medium-low heat. Stir flour into the butter until smooth and bubbly.

    Butter in pan
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  6. Stir in the dry mustard, salt, and pepper.

    Stir in dry mustard
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  7. Gradually add milk and cream, stirring constantly until it has thickened.

    Add milk and cream
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  8. Add cheese and continue to cook and stir until melted.

    Add in cheese
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  9. Combine the macaroni and the sauce and turn it into the prepared baking dish.

    Add macaroni
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  10. In a small bowl, toss the breadcrumbs with melted butter.

    Toss the breadcrumbs
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  11. Sprinkle the casserole with the buttered breadcrumbs and bake for about 25 minutes, or until hot and bubbly and the topping is lightly browned.

    Sprinkle the breadcrumbs over the casserole
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  12. Serve and enjoy!

Glass Bakeware Warning

Do not use glass bakeware when broiling or when a recipe calls to add liquid to a hot pan, as glass may explode. Even if it states oven-safe or heat resistant, tempered glass products can, and do, break occasionally.


  • If you're short on time, you might like this easy, old-fashioned macaroni and cheese bake—there's no sauce to fuss with.
  • Breadcrumbs can be made with just about any bread product. Use white bread, whole wheat, croissants, or soft pretzels.

Recipe Variations

  • Use the pasta of your choice. Whole wheat elbow macaroni is a great alternative to regular macaroni. You can use mini penne, ditalini, or similar pasta shapes as well.
  • Create a layer of bacon inside the casserole. Cook 4 or 5 strips of bacon and drain well, then crumble it. Pour half of the macaroni and cheese into the baking dish, sprinkle bacon on top, and then finish it with the rest of the macaroni and cheese and breadcrumb topping.
  • Use a blend of cheeses or a substitute. Cheddar, American, and Colby cheeses make a nice combination. You can also replace the cheddar with shredded pepper jack cheese or taco-seasoned cheese.