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Baked Macaroni and Cheese

Baked macaroni and cheese doesn’t have to be complicated with layers of ingredients to be the soul-warming food you crave. This homemade baked macaroni and cheese is my most favorite and  has pleased crowds, small families, kids and picky eaters alike–give it a try and you’ll see why.

a skillet of baked macaroni and cheese on a table with plates and forks

Sometimes you buy that glowing yellow macaroni in the box. Your kids like it, but it glows like the kryptonite they used in the old Christoper Reeve Superman movies.

That’s not normal people.

And I hate to break it to you, but there’s nothing real in that box either.

I hate feeding it to my kids and I dare say that you hate it too. But I can also guess you don’t know many other alternatives. Sure, you can get a box of Velveeta and melt that over some noodles. That works too, but that stuff doesn’t even need to be refrigerated. It’s mystery cheese.

So if you’re looking for the real deal, the old school baked macaroni and cheese the way your grandma might have made it–this is it.

four steps to making baked macaroni and cheese, first melt the butter and add the flour, second add the milk and stir constantly until thick, third add cheese and finally add pasta and toss to coat.

And just so you know, aside from the baking, this easy macaroni and cheese took 15 minutes and only two pans to make. One for boiling the pasta and (affiliate link) a good enameled cast iron pan for the sauce and the baking cuts down on dishes. So yes, even you can make this on a week night.

Can I make this macaroni and cheese ahead and bake it when I’m ready?

Yes you sure can. Just let it cool down, put some plastic wrap right against the surface of the mac and cheese (to keep it from forming a skin) and stick it in the fridge. If you have a few minutes to bring it out and let it warm slightly before you bake it, do that. But if you can’t, just bake it till the center is hot and the edges are bubbling.

Can I freeze macaroni and cheese?

I get asked that a lot and my answer is always no. As the pasta and cheese sauce sit, it will thicken and when you thaw it and bake it, the creamy consistency is just gone. It’s thick and gloppy. Plus if you freeze it and it’s still a bit warm, water crystals will form and then thaw into your dish and could make it separate when you bake it. Besides, it’s so fast to make, there’s not really a reason to freeze your macaroni and cheese.

Tips for the best macaroni and cheese you’ll ever eat

Feel like you may still need some help? If you have time, jump over to this post for the juicy details: 18 Secrets to the Richest, Creamiest Mac and Cheese You’ll Ever Eat or focus on these tips:

Never stop stirring your milk once it hits the pan. If your skillet is too hot or you walk away and for a minute you could scorch the white sauce and it will curdle. It doesn’t really hurt the taste, but it will look sort of clumpy. Some readers have called it “grainy”. It only takes 5 minutes. Just hang out and stir until that sauce is thick enough to coat the back of your spoon.

Use good cheese in your baked macaroni and cheese. That means avoiding bagged, pre-shredded cheeses because they contain cellulose (an anti-caking agent) that can in some cases cause your cheese not to melt as it should. -And speaking of cheese, you have so many options! My favorite is sharp cheddar and Swiss.

-Try to choose a melting cheese and a flavor cheese for the best flavor and texture in your baked macaroni and cheese.

Do taste as you go. Taste your cheese sauce before you add your pasta. Is it bland? That can be because of the cheese you used or even the kind of salt you seasoned with. If it doesn’t have enough flavor, add a pinch more salt, stir it in and taste it again until it suits you.

-Feel free to add more pasta if you want to. Some people say that this recipe doesn’t have enough noodles in it, but I’ve never had that problem. And yes, you should cook your pasta before adding it to the cheese sauce.

Do I have to bake my macaroni and cheese?

Not if you don’t want to. You can actually eat it right from the pan or just stick it under the broiler for a few minutes to brown the top if you’d rather. It works just as well and is a great shortcut when you are running low on time.

How can I dress up my macaroni and cheese?

This baked macaroni and cheese may be the most versatile dish ever. Add in some red pepper for kick, any cheeses you like (Fontina is glorious in here), add veggies like broccoli and chopped chicken and it’s a one-dish meal even. Or BACON. Hello. Yeah. Make some garlic bread crumbs for the top if you want some crunch and throw those on. It’s really endless.

How to measure pasta for this recipe

Sometimes a reader or two has had an issue with how much pasta this recipe needs. This recipe is written by volume (cups) and sometimes people think that since a cup is 8 ounces (ounces is a weight measurement) that they can simply use 12-16 ounces of pasta or go by the weight of the dry pasta written on the box.

You’ll end up with problems if you do this. Please follow the volume instructions and measure your pasta dry in a measuring cup meant for dry items (not a liquid one). Small pastas like ditalini or little wagon wheels can go up to about 2 cups and be fine in the recipe, and large ones like bow tie or cellentani can as well. If you will stick to elbow pasta until you get the hang of things you’ll be better off.

I’ve made this recipe with every pasta shape on the market and if you will measure in cups, your recipe will be just right.

What should I serve with my macaroni and cheese?

Avoid the temptation to make more starchy foods (like potatoes) with your mac and cheese. Instead, try:

Other macaroni and cheese recipes you’ll want to devour:

Baked Macaroni and Cheese: The Recipe

A traditional mac and cheese. Bake it with your favorite cheeses, veggies or meats for a one-dish wonder.
4.85 from 360 votes
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Course: Side Dish
Cuisine: American
Prep Time: 15 minutes
Cook Time: 40 minutes
Total Time: 55 minutes
Servings: 6 people
Calories: 395kcal
Author: Rachel Ballard


  • 1 1/2 cups dry elbow macaroni shells or cavatappi
  • 3 tablespoons butter or margarine
  • 3 tablespoons all purpose flour
  • 2 cups milk not skim
  • 1/2 teaspoon each salt and pepper
  • 2 cups of shredded cheese I like sharp cheddar and Swiss


  • Preheat oven to 350 degrees.
  • Bring a pot of water to a boil; add a generous sprinkling of salt the pasta.
  • While the pasta cooks, melt the butter in a skillet or pot large enough to hold the pasta when it’s done.
  • Add the flour and stir over medium heat until the mixture is lightly browned; 1-2 minutes.
  • Add the milk and whisk to remove any lumps and add the salt and pepper.
  • Cook over medium-high heat until the sauce thickens and starts to bubble. About 6 minutes.
  • Stir in the cheese and whisk until smooth and melted. Turn off the heat.
  • When the pasta is almost done but still firm, drain it and add to the sauce.
  • Stir the pasta into the sauce and bake in a greased 2 quart dish (or an 8×8 pan works pretty well) 20-25 minutes until browned and bubbly. You can also skip baking it if you want it super creamy and just put it under the broiler to brown the top (keep an eye on it) and then serve. 


The thinner the dish, the less the bake time. I used a cast iron skillet and mine was done in 25 minutes. A thicker dish like a 2 quart casserole will take 40 minutes.
To make ahead, cool the pasta and cheese sauce once they have been mixed together, cover with plastic wrap and chill until ready to bake. Up to two days. Bake until hot in the center and bubbling around the edges. 
Need more? Check out the new Macaroni and Cheese digital cookbook! 


Calories: 395kcal | Carbohydrates: 33g | Protein: 16g | Fat: 21g | Saturated Fat: 13g | Cholesterol: 62mg | Sodium: 514mg | Potassium: 222mg | Fiber: 1g | Sugar: 5g | Vitamin A: 685IU | Calcium: 373mg | Iron: 0.9mg
Recipe Rating


Sunday 23rd of January 2022

Easy to make and very delicious! Thanks for the recipe! 👍👍❤️


Tuesday 11th of January 2022

Very good, very easy. I used Colby, sharp cheddar & provolone that I had left over from Christmas. I crushed a sleeve of Ritz crackers with 2 T melted butter for the top. Was a big hit. This will be my go to recipe for Mac & Cheese

Rachel Ballard

Thursday 13th of January 2022

I'm so glad to hear that Mitzi! --Rachel

Eric Dvorak

Sunday 9th of January 2022

All ingredients should be by weight, it’s frustrating when someone specifies something like a cup of apples or 2 apples, too many size variables with these types of items, weight eliminates all these issues.

Rachel Ballard

Sunday 9th of January 2022

I agree with you Eric that weight is more accurate. However, if you read some of the comments on this recipe, soooo many people really have a solid concept of the difference between weight and volume and I can't seem to make people happy either way. The other day on YouTube a woman told me I was an "elitist snob" for giving both grams and volume measurements on a biscuit recipe. If you need grams, thankfully master Google is great at giving estimates on anything in this recipe so you should be able to convert it to make it work where you are or for how you choose to cook. --Rachel


Friday 7th of January 2022

Easy to make, with ingredients every kitchen has on hand. Grated colby and swiss I had left over from a cheese platter. Wonderful texture and flavor. Very pleased!


Saturday 1st of January 2022

Sharp cheddar and Gruyere. Then put it on the smoker for 30 minutes. Yum...

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