Creamy and comforting, our Classic Baked Macaroni and Cheese recipe with its crispy, crunchy breadcrumb topping is the absolute BEST!
Is there any food more beloved than Classic Baked Macaroni and Cheese with its buttery, silky sauce and baked breadcrumb topping? This perennial crowd-pleasing favorite comes in many variations. Still, our recipe uses simple, straightforward ingredients—milk, butter, cheese, pasta, and breadcrumbs—to deliver an outrageously easy and delicious mac & cheese.

Baked Mac & Cheese is for Every Occasion!
The beauty of this recipe (besides its glorious cheesiness!) is that it works year-round whenever you need it. Mac & Cheese is a scrumptious, stand-alone lunch, a simple dinner side dish, an excellent addition to potlucks, barbecues, and game days, and a smooth, satisfying staple for all your holiday meals!
My point is that baked mac and cheese makes every meal better!
Other Recipes to Serve with Macaron & Cheese
- Grilled BBQ Chicken Legs are always a hit – especially with a side of mac & cheese!
- The Best Classic Meatloaf combined with macaroni and cheese and roasted veggies makes an easy, incredible weeknight dinner!
Ingredients

Pasta: Elbow macaroni is the traditional pasta for mac & cheese, but honestly, any shaped pasta will work just fine!
Dairy: Mac & Cheese is loaded with delicious dairy products, including milk, butter, sharp cheddar, and grated Parmesan. So much melty goodness!
Seasonings: Salt, white pepper, mustard powder, cayenne pepper, and grated nutmeg lend this baked pasta subtle, unique flavors that elevate this remarkable recipe to the next level.
Extras: We’ll use a little flour for thickening and some Panko bread crumbs for the crispy, buttery topping!
How to Make Baked Macaroni and Cheese
STEP ONE: Preheat your oven to 375°F and grease a 9×13-inch baking dish. In a small bowl, toss the Panko breadcrumbs with 1/4 cup of Parmesan cheese and two tablespoons of melted butter, and set it aside for now.

STEP TWO: Fill a large pot with water and add salt generously, then bring to a boil. Cook the pasta to just under al dente (about 2 minutes less than the box instructions). When the pasta is al dente, drain the water and return it to the pot.

STEP THREE: In a medium saucepan, melt six tablespoons of butter over medium heat. When the butter starts to bubble, add the flour and whisk, then cook for 1 minute. Continue to whisk slowly and add in the milk a little at a time. Let the mixture thicken while stirring constantly.

STEP FOUR: Remove the sauce from the heat and continue stirring as you add the dry mustard, salt, pepper, nutmeg, and cayenne. Toss in the shredded cheddar and 1/2 cup Parmesan, whisking constantly until the cheese is melted.

STEP FIVE: Pour the cheese sauce into the pot with the macaroni and mix until the pasta is coated. Then, pour the mac & cheese into the prepared casserole dish and sprinkle the panko mixture evenly over the top.

STEP SIX: Bake for 30-45 minutes until the top is golden brown and bubbly. Remove from the oven and let stand for at least 5 minutes before serving.

Tips for Success
- Elbow macaroni is traditional, but other bite-sized pastas will work fine!
- Set out all your ingredients 45 minutes beforehand – room temperature ingredients mix and cook better!
- Boil the pasta to al dente – don’t overcook, as it will also be baked.
- Buy block cheese and shred it yourself – the flavor and melted texture are significantly better than those of pre-shredded cheese.
- Sharp cheddar is a classic, but you can mix and match it with many different cheeses, from Parmesan to Gouda to Swiss.
- Yes, you can add other ingredients, such as paprika, broccoli, and bacon crumbles, because… bacon!

What’s the Best Cheese to Use for Macaroni & Cheese?
Can there be a “best” cheese?? Mac and Cheese is all about what you crave! I love the bold flavors of Sharp Cheddar and Parmesan, but other combinations, such as Monterey Jack and Mozzarella, or Gruyere, Fontina, Gouda, and Swiss, always taste great. Even American and Velveeta, which are more economical, make a tasty mac & cheese. So long as the cheese is moist and melty, it will work! Have fun experimenting to find your favorites!

Are Panko Breadcrumbs Different from Plain Breadcrumbs?
Plain breadcrumbs are made from a variety of dried or toasted whole slices of bread. They are very fine in texture and can range from moist to dry, and are perfect for use in recipes like meatloaf or fried chicken.
Panko breadcrumbs are explicitly made from a type of Japanese bread and omit the crust. The result is a larger, crunchier breadcrumb that’s perfect for crispy toppings and sushi-making. While Panko and plain breadcrumbs are somewhat different, they can easily be interchanged in most recipes.

Other Mouthwatering Macaroni Recipes
- Curried Macaroni Salad
- 30-Minute Crab Mac & Cheese
- Easy Chili Mac Skillet Dinner
- Hawaiian Macaroni Salad
- Homemade Hamburger Helper
- Greek Chicken Mac & Cheese Muffins
*This post originally posted on 11/21/2016.

Ingredients
- 1 pound elbow macaroni
- 6 tablespoons butter
- ½ cup all-purpose flour
- 5 ½ cups milk (2% or whole)
- 1 teaspoon ground mustard powder
- ½ teaspoon salt
- ¼ teaspoon black pepper
- ¼ teaspoon ground nutmeg
- ¼ teaspoon cayenne pepper
- 5 cups sharp cheddar cheese grated (yellow or white)
- ½ cup Parmesan cheese grated
Topping
- 1 cup panko bread crumbs
- ¼ cup Parmesan cheese grated
- 2 tablespoons butter melted
Instructions
- Preheat the oven to 375 degrees F. Grease a 9-inch x 13-inch baking dish or 3-quart casserole dish. Set aside.
- Prep the topping by tossing the panko, parmesan, and melted butter in a bowl. Set aside.
- Fill a large pot with water, salt generously, and bring to a boil. Once boiling, add the macaroni and cook according to the package directions until it's almost al dente. The past should be slightly underdone, as it will continue to cook in the oven. Drain the pasta and return it to the pot.
- While the pasta cooks, melt 6 tablespoons of butter in a medium saucepan over medium heat. Once the butter bubbles up, whisk in the flour and cook for 1 minute. While whisking, slowly pour in the milk a little at a time until it's all incorporated into the roux. (Adding the milk slowly helps prevent lumps.) Let the sauce thicken and bubble while whisking frequently.
- Remove the saucepan from the heat. Add the dry mustard, salt, nutmeg, black pepper, and cayenne pepper. Whisk to combine. Add the shredded cheddar cheese and Parmesan, and whisk until the cheese is melted into the sauce. (see note)
- Pour the cheese sauce into the large pot with the macaroni and stir to mix. Pour the macaroni and cheese into the prepared baking dish. Sprinkle the panko crumb mixture evenly over the top.
- Bake for 30-45 minutes or until browned on the top and bubbling. Remove from oven and let cool for 5 minutes before serving.




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