If you’re looking for a side dish that is both classic and perfect for a special occasion, look no further than this Old-Fashioned Macaroni and Cheese recipe! It’s easy to make, absolutely delicious and kids love it!

Table of Contents
Why I Love This Recipe
- Favorite Leftovers: This makes a large baking dish, so if your family is smaller you will get several meals from this one! There are several different macaroni and cheese recipes on Weelicious like Rice Cooker Mac and Cheese and Mac Chicken and Cheese Bites, but if you’re feeding a crowd and want a more classic take on this dish, this recipe is spot on!
- Make Ahead: Want to make dinner time even easier? Make the macaroni and place in the baking dish, and you can chill it overnight to bake tomorrow!
- Use What You Have: Mix up the cheese here. If you’re like me, you often have a few varieties of cheese in the drawer that need to be used up. Feel free to combine them. You could even throw in a veggie and make Green Mac and Cheese!
- Kid-Friendly Favorite: Is there a more beloved kid’s dinner than Macaroni and Cheese? Ooey gooey and super cheesy, it combines two of the most kid-welcomed foods — pasta and cheese! It’s so easy to make and always gets a big “yay!” from my kids when they find out I’m making it!
The Ingredients

- Pasta: I like elbows to make this a truly classic dish.
- Cheese: Cheddar is perfect! The kids will love the “normal” color on their plates.
- Milk: Whole milk will give you a creamy, smooth sauce.
- Roux: This classic technique of butter and flour is the way to begin any sort of cheesy sauce.
- Breadcrumbs: You can consider this optional, but I think the crunchy topping is what really makes the dish.
Substitutions and Variations
- Cheese options: I love a classic cheddar or sharp cheddar, but you can also mix in something with more “bite” like gouda or fontina. These are perfect to pair with cheddar.
- Top it off: You can use crushed crackers or any other crispy bread option for your topping in place of panko.
- Gluten-free: I haven’t tested this, but I am confident you can make this with gluten-free pasta, 1-to-1 flour and either leave off the topping or use gluten free breadcrumbs.
How to Make Old-Fashioned Macaroni and Cheese

Step 1: Mix topping and set aside.

Step 2: Cook and drain noodles according to package directions.

Step 3: Make the roux.

Step 4: Slowly whisk in milk, then cheese to melt.

Step 5: Stir noodles into cheese sauce.

Step 6: Pour macaroni into baking dish.

Step 7: Add topping then bake to perfection.
Recipe Video
Tips and Tricks
- Shred Your Own Cheese: Always, always grate your own cheese. If you’ve ever wondered why your cheese sauce it’s grainy, it’s likely the anti-caking additives in pre-shredded cheese.
- Whisk constantly: Add your milk slowly while whisking constantly, to ensure your roux is completely incorporated.
- Experiment with Add-Ins: Add frozen peas or corn right into the macaroni in the pot before adding to the baking dish if you want to add some extra nutrients to this dish.
- Low Heat: Add your cheese over low heat (or off the heat) so that the cheese melts evenly and smoothly.

FAQs
I recommend assembling the entire dish in the dish you are using for baking, then letting cool to room temp. Pop that in the fridge, covered, without baking, for a few hours or overnight. Then let it rest on the counter to warm up some while the oven preheats and then bake. You may need to add just a couple minutes to the cook time for the center to heat through.
I love the crunchy topping as a contrast to the creamy noodles. If your kids will turn their noses up, go ahead and leave it off. You could also put it on only half of the dish to give people a choice for their serving. Besides breadcrumbs you could try crushed crackers or even tortilla chips.
Leftovers are great in the fridge for 3 days, covered in an airtight container. You can reheat gently on the stove with more milk if you prefer it creamy. You could also reheat in the oven, but keep in mind it will have a drier texture. I also have had kids that enjoy eating it while still cold!
More Kid-Friendly Pasta Recipes
Having a good classic macaroni and cheese recipe in your back pocket is always a win. Everyone from kids to adults will love this old-fashioned mac and cheese! I’d love to know what you think of it — leave a comment and rating below!
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Old-Fashioned Macaroni and Cheese
Ingredients
Topping:
- 1 tablespoon butter, melted
- 1 cup panko bread crumbs
- 1/2 cup grated cheddar cheese
Mac and Cheese
- 3 tablespoons unsalted butter
- 3 tablespoons flour
- 3 cups whole milk
- 4 cups grated cheddar cheese (shred it yourself for best melting!)
- 1 pound elbow macaroni (you can also use campanelle, cavatappi, or shells)
Instructions
- Place the topping ingredients in a bowl and stir to combine.
- Preheat oven to 400° F.
- Cook pasta in salted water* for about 3 minutes less than package directions call for, until al dente, reserving half a cup of the pasta water.
- In a large pot melt the butter and then add the flour, whisking continuously over low-medium heat for 2-3 minutes to make a roux.
- Slowly whisk in the milk and bring to a boil.
- Reduce heat and simmer, whisking occasionally, 3 to 4 minutes, or until sauce is gently bubbling and starting to thicken.
- Add reserved pasta water and cheddar cheese and whisk until melted.
- Stir in the pasta.
- Transfer to a greased 9"x13" baking dish.**
- Sprinkle topping on macaroni and cheese.
- Bake for 30-40 minutes, or until top is golden and bubbling.
Notes
- * Use about 2 Tbsp of kosher salt for 4 quarts of water.
- ** If making ahead, mixture can be cooled after this step to room temperature, covered and then refrigerated for up to a day.
I made this for my kids today, the pasta was not tender enough, I had to take it out of the oven after 25 min because the top was burning, anyways my kids did not like it : ( i will try to fix the left overs tomorrow by putting them back in the oven covered with foil, but that might make it too dry. I don’t know : (
I currently have this in the oven as a side dish for our turkey burgers (they’ll be topped with avocado and tomato-no buns). I used parmesan and two kinds of cheddar cheese and added chopped broccoli. I don’t usually put a topping on my mac n cheese, but decided to give this one a whirl. I only had whole wheat bread crumbs, so I used those and combined the three cheeses to get the 1/2c. Maybe it’s because I used regular instead of panko crumbs or maybe because I’m not used to a topping, but I found it to be a little too much so I didn’t use it all. I think next time I will try chopped kale or maybe make it a one pot Mexican wonder by adding ground beef (organic), diced tomato, onion, a package of organic taco seasoning and make the topping out of tortilla chips! Endless possibilities with this recipe!! Thanks:)
I added one bag of fresh baby spinach and a package of diced pancetta for a one pot meal for the kiddos. They loved it!
When I make a baked mac and cheese I add in some carrot/sweet potato puree (a few tablespoons) with the cheese sauce. It gives it a bright orange color that the kids like and adds a touch of sweetness that doesn’t hurt, either. I also try to make mac and cheese with 1% or skim whenever possible to reduce the fat a bit. Also, to pump up nutrition, I will often add ground flax seed meal to the panko crumb topping. It is my kid’s favorite meal.
I have not frozen it, but after assembling it and before baking it I have covered it and and left it in the fridge all day!
Does this recipe freeze well?
Thank you for this! I tried to find a mac and cheese recipe just this weekend and failed to be inspired. This will do the trick!
I have been working on a crockpot version!
by the way, what does the flour do to the recipe? Just wondering~
yum! I’ve been on a crockpot craze lately and would love to see what weelicious has to offer for mac ‘n cheese in the crockpot! I’ve tried one recipe i found online (uncooked macaroni) which was good – but weelicious always knows how to make things better =D
I’ll give this a try as soon as I can! yummmo!!
Chopped broccoli would be wonderful in this!
I think I’m going to give this a try this weekend! I would love to add a veggie to this…any reccomendations? Maybe finely chopped broccoli?
This does look yummy!!! My son hates mac- and cheese… so I like trying different recipies to see if maybe he might like one of them. He’s eight and has always hated it.. even in a baby food jar… but I’m a firm believer that he must have a spoonfull of everything that I cook….. so one night at dinner he stuffed it in his pockets lol
Don’t fall out, but my kid HATES macaroni and cheese. He always has. But I love macaroni and cheese and love to try new, different recipes. I haven’t found a great classic recipe yet, but this looks delicious!
try adding a tablespoon of dijon mustard to the cheese sauce. It doesn’t taste mustardy but it does give it a nice flavor
Oh this looks so good! My family already loves the rice cooker mac and cheese! Im sure we will love this one too! I am a fan of mac and cheese that does not come from a box! Thanks, keep up the awesome work ! 🙂