Old-Fashioned Macaroni and Cheese Recipe photo by Taste of Home

Old-Fashioned Baked Macaroni and Cheese

Total Time
Prep: 15 min. Bake: 45 min.
Classic old-fashioned baked macaroni and cheese comes together with just a little patience and a lot of butter, milk and cheese. Let it bake until bubbly for the most comforting meal ever.

Updated: Jan. 05, 2024

A proper bowl of old-fashioned baked macaroni and cheese can really send you to your happy place in just a single bite. It’s classic, it’s comforting, and it’s a food most kids love well into adulthood. No age can make you resist the endless appeal of cheesy noodles!

We all have our favorite boxed mac and cheese brands, and those are fantastic when you need the convenience of a quick meal. But to really turn cheese and elbow noodles into one of the best ever mac and cheese recipes, baking is the key. Here’s the one recipe you’ll ever need for old-fashioned mac and cheese.

Ingredients for Old-Fashioned Baked Macaroni and Cheese

  • Elbow macaroni: It’s all in the name! Small elbow noodles, aka macaroni noodles, are ideal for rich, cheesy bakes. Their small, tubular shape holds on tight to the thick sauces noodles are often cooked in. You can substitute a few pasta shapes if you don’t have elbows. Try cavatappi, shells or penne.
  • Cheese: Shredded cheddar cheese gives us the ideal consistency for old-fashioned mac and cheese. This semi-hard cheese won’t clump or separate when it’s baked, it yields that bright-golden color you’re so familiar with.
  • Butter: This rich fat adds silkiness and creaminess to the dish. We recommend stocking up on the best butter for this mac and cheese. Quality can really make a difference here.
  • Milk: Mac and cheese never pretended to be a light dish, and the milk, butter and cheese are here to prove it. Milk brings out the creaminess of the cheese while providing a depth of flavor all on its own. It gives the dish an almost soupy texture so the noodles don’t end up dried out.


Step 1: Cook the noodles

Preheat the oven to 350°F. Cook the macaroni noodles in boiling water until almost tender. Drain the noodles.

Step 2: Make a roux

While the noodles cook, you’ll begin making a roux. Melt the butter over medium heat in a Dutch oven. Stir the flour into the melted butter, then the salt, mustard, pepper and hot sauce. Whisk until smooth. Cook, stirring, until it begins bubbling, about one minute. Stir in the cooked macaroni, milk and 4 cups cheese.

Step 3: Bake until bubbly

Transfer the mac and cheese to an ungreased 13×9-inch baking dish. Cover and bake until bubbly, 45 to 50 minutes. Uncover, and sprinkle with the remaining 1 cup cheese. Let stand for five minutes before serving. If desired, top with bacon and pepper.

Recipe Variations

  • Try other cheeses: Use any variety of cheddar you like in this recipe (we recommend a sharp cheddar), then mix in other smooth or flavorful cheeses such as fontina, Muenster, Swiss or Parmesan. Whichever cheese you use, it’s best to shred your own. Here are lots of good reasons to grate your own cheese!
  • Add a crunchy topping: Add crushed corn flakes, croutons, potato chips or Ritz crackers. Taste of Home book editor Hazel Wheaton says that one of the best options for topping an old-fashioned baked macaroni and cheese is a buttered bread crumb topping. Combine 1 tablespoon melted butter per 2 tablespoons of dry bread crumbs. Sprinkle the mixture over the mac and cheese before baking.
  • Make it spicy: Amp up the heat in your old-fashioned mac and cheese by adding more than just a few dashes of hot sauce to the mix. You could also try crushed red pepper flakes sprinkled over the top or slices of jalapeno baked into the mix (like this jalapeno mac and cheese).

How to Store Old-Fashioned Baked Macaroni and Cheese

Old Fashioned Macaroni And CheeseTMB Studio

Allow the baked mac and cheese to cool before covering it and placing it in the fridge. You can store it in the baking dish you baked it in or transfer it to smaller storage containers if most of it was gobbled up. Enjoy the mac and cheese within four days.

Can you make old-fashioned mac and cheese ahead of time?

You can assemble mac and cheese and keep it in the fridge for up to four days before baking. Just make sure to wait to add any toppings until you’re ready to bake. To reheat, bring leftovers to room temperature, stir in a little milk or cream, then cover with aluminum foil, and bake for 10 to 15 minutes. Then, add any toppings, or stir in more cheese, and bake, uncovered, for another five minutes. Homemade mac and cheese can be tricky to freeze, but there are lots of other options for freezer-friendly casseroles.

Old-Fashioned Baked Macaroni and Cheese Tips

Old Fashioned Macaroni And Cheese served in bowl and ready to eatTMB Studio

Is it better to bake mac and cheese covered or uncovered?

Because this mac and cheese bakes for quite some time, we recommend covering it. The protective layer of foil will prevent the top layer of noodles from drying out or browning too quickly.

How do you keep mac and cheese creamy when baking?

Dried out mac and cheese is the last thing we want after spending such a long time baking it to what we thought was perfection. To keep your noodles creamy, make sure to use the best butter and freshly grated cheese you can. Whole milk also makes a big difference. Swapping in substitutes like skim milk, for example, means the dish won’t have the same rich fat content it needs to yield that creamy texture.

Another way to ensure your mac and cheese stays creamy instead of dried out is to bake until bubbling and brown but not too crispy on top. A top layer that’s too crispy could mean the mac and cheese was overcooked.

Old-Fashioned Baked Macaroni and Cheese

Prep Time 15 min
Cook Time 45 min
Yield 16 servings


  • 3-1/2 cups uncooked elbow macaroni
  • 1/4 cup butter, cubed
  • 1/4 cup all-purpose flour
  • 1 teaspoon salt
  • 3/4 teaspoon ground mustard
  • 1/2 teaspoon pepper
  • Few dashes hot pepper sauce
  • 3-1/2 cups whole milk
  • 5 cups shredded cheddar cheese, divided
  • Optional: Crumbled cooked bacon and coarsely ground pepper


  1. Preheat oven to 350°. Cook macaroni in boiling water until almost tender; drain. Meanwhile, in a Dutch oven, melt butter over medium heat. Stir in flour, salt, mustard, pepper and pepper sauce until smooth. Cook and stir until bubbly, about 1 minute. Stir in cooked macaroni, milk and 4 cups cheese.
  2. Transfer to an ungreased 13x9-in. baking dish. Cover and bake until bubbly, 45-50 minutes. Uncover; sprinkle with the remaining 1 cup cheese. Let stand for 5 minutes before serving. If desired, top with bacon and pepper.

Nutrition Facts

1 cup: 267 calories, 17g fat (10g saturated fat), 48mg cholesterol, 425mg sodium, 17g carbohydrate (3g sugars, 1g fiber), 12g protein.

Bring back the taste of days gone by with this ooey-gooey classic. A little ground mustard and hot pepper sauce give this old-fashioned baked macaroni and cheese just the right spice. —James Backman, Centralia, Washington
Recipe Creator