It's your resident Mac and Cheese Queen here! Y'all know I'm serious about my mac, so please believe when I say that I took creating this one to heart.
On my most popular southern baked mac and cheese post, I get a lot of questions and requests about a roux-based cheese sauce and a breadcrumb topping. I figured, well why don't I make a version of baked mac and cheese for y'all who want it? And I'm so glad I did because this is just so good.
Jump to:
- Old Fashioned Baked Macaroni and Cheese
- TL;DR Why You'll Love this Mac and Cheese
- Ingredients Needed
- How to Make Old Fashioned Baked Macaroni and Cheese
- Variations
- Chef's Tips for the Best Baked Mac and Cheese
- Make Ahead, Freezing, and Storage Instructions
- These Recipes Were Made for Gathering
- Old Fashioned Macaroni and Cheese
Old Fashioned Baked Macaroni and Cheese
Developing this recipe was a joy, because just about every version was crave-worthy.
The cheese sauce is just so velvety and rich, made with that roux everybody has been asking for, that gives the mac body and flavor. And that crispy buttery panko and parm topping almost converted me from the bubbly cheese one. Almost.

Because this one isn't a culture focus like soul food mac, I love letting it be a flexible base for mix-ins (yes to crispy bacon and caramelized onions, no to Brussels sprouts...some things are sacred!). It's so just cozy, simple, and wonderful for sharing.
TL;DR Why You'll Love this Mac and Cheese
- Smooth and creamy sauce that stays that way - I got my secrets to super creamy baked mac and I'm sharing 'em with you! No broken, dry, gritty mess of a mac in my house, even when you reheat it.
- Never mushy pasta - as long as you cook it just under al dente, the pasta will bake up perfectly!
- Really, really versatile - add in your favorite cheeses, the tasty mix-ins, your child's favorite wheel pasta. This recipe is set up to succeed!
- Great for special occasions - this travels well and is make-ahead friendly so you can bring it to any tailgating party, BBQ, or holiday meal.
Ingredients Needed
Full ingredients, measurements, and printable instructions are in the recipe card at the bottom of this post.

- Short Cut Pasta like elbow macaroni, small shells, or cavatappi.
- Chicken Bouillon Base and Water - adding chicken broth to your pasta water is a life changer, trust me.
- Butter and Flour for roux.
- Freshly Grated Cheeses - you can use all kinds of cheese! I use sharp cheddar, mozzarella, and another young, melty, gooey cheese like gouda, butterkåse, havarti, or even American cheese (my secret weapon, it's the best cheese for really creamy mac without a roux)
- Heavy Cream, Sour Cream, and Whole Milk - the secret to good baked mac and cheese in in the fat content. Heavy cream and sour cream have that rich fat that will add moisture and protect the cheese from breaking while baking.
- Spices - dry mustard takes takes that classic cheddar flavor up to 11, while granulated garlic and onion give it that comforting, savory taste.
- Butter, Panko Breadcrumbs, and Grated Parmesan Cheese - this makes that super crispy, crunchy topping. Find panko breadcrumbs in any grocery store!
How to Make Old Fashioned Baked Macaroni and Cheese

Step 1 | Make the roux. Melt butter in a Dutch oven over medium heat, then whisk in an equal amount of flour. Cook for about 2 minutes, just until the raw flour is cooked through, but don’t let it brown. Stir in your spices now.

Step 2 | Add the milk and cream. Slowly pour in the heavy cream and milk a little at a time, whisking constantly. It might look a little thick at first but keep stirring! Once it's loosened up, stir in the remaining milk and cream until the mixture becomes smooth and pourable.

Step 3 | Stir in the cheese.
Turn the heat to low and add the cheese in small handfuls. Let each addition melt before adding more to keep it smooth and silky.

Step 4 | Mix in the pasta and sour cream. Turn off the heat and stir the cooked macaroni and sour cream into the cheese sauce.

Step 5 | Transfer to a baking dish. Butter your baking dish and pour the mac and cheese in. Smooth the top evenly.

Step 6 | Toast the breadcrumb topping. In a small skillet, melt butter and add the panko breadcrumbs. Toast for about a minute, stirring often so they don’t burn.

Step 7 | Top it off. Sprinkle the toasted breadcrumbs all over the mac, then finish with grated Parmesan for extra flavor.

Step 8 | Bake. Pop it into a 350°F oven for 25–30 minutes, until bubbly and golden brown on top.
Variations
- Swap the sour cream for cream cheese or mascarpone, they're just as rich and creamy!
- Don't be afraid to experiment with additional ingredients like cooked bacon, diced ham, caramelized onions, roasted garlic, or chopped herbs to add extra layers of flavor and texture.
- Don't have dry mustard powder? ¼ to ½ teaspoon of dijon mustard can be swapped in.
- Try different seasonings for new takes on this mac. A little Cajun spice or southwest seasoning can bring this to a whole different place!

Chef's Tips for the Best Baked Mac and Cheese
- Season in layers - A lot of folks end up with bland mac and cheese because they skip seasoning the roux or don't season the pasta water. Cheese is salty, but milk and pasta dilute flavor. Season in layers and taste that cheese sauce!
- The pasta will keep cooking in the oven so undercook it - Boil your macaroni 1–2 minutes under al dente. This keeps it from going mushy after baking and helps southern baked mac and cheese hold its shape when you cut into it.
- Don't use pre-shredded cheese - the bags of shredded cheese are coated in cellulose, which makes them harder to melt. Buy the blocks of cheese (they're more affordable, anyway!) and shred them yourself. Bonus Tip: Use a shredding attachment/disk for your stand mixer or food processor to make your life so much easier.
- Steer away from harder aged cheeses in your sauce - the harder, drier kinds like parmesan and asiago do not melt well. They just don't have the needed fat to keep themselves together while melting, so they separate and become gritty.

Make Ahead, Freezing, and Storage Instructions
- Make ahead: You can assemble the mac and cheese (without the breadcrumb topping) up to 2 days ahead. Cover tightly and refrigerate. When ready to bake, let it sit at room temp for 30–45 minutes, add the breadcrumb topping, and bake as usual.
- Storing: Store the mac and cheese in an airtight container or in the baking dish wrapped in plastic wrap, in the fridge, for up to 4 days. Rewarm a serving in a microwave-safe dish with a splash of milk to keep the mac creamy.
- Reheat Leftovers: Store leftovers in an airtight container in the fridge for up to 4 days. Reheat covered in the oven at 325°F or gently on the stovetop with a splash of milk to bring back the creaminess.
- Freezing: Pour the mac and cheese in a freezer-safe pan without the breadcrumbs. Let the unbaked mac and cheese cool to room temperature, wrap it tightly with multiple layers of plastic wrap and heavy duty foil. Freeze for up to 3 months.
- Thaw and Reheating: Allow to thaw in the fridge overnight until defrosted. Cover the mac and cheese in the toasted breadcrumbs and bake as recipe describes.
These Recipes Were Made for Gathering
Craving more cozy recipes? Sign up for the Sweet Tea & Thyme newsletter, save this recipe with the Pin button. If you whip it up, tag me (@sweet_tea_thyme on IG/@sweetteaandthyme on TikTok) and don’t forget to leave a star rating and note below, it helps more than you know, friend.

Old Fashioned Macaroni and Cheese
Ingredients
Boiling Pasta
- 16 ounces short cut pasta
- 4 quarts water
- 4 teaspoon Better than Bouillon Chicken Base
Cheese Sauce
- 6 tablespoon butter
- ½ cup all purpose flour
- ½ teaspoon dry mustard powder
- 1 teaspoon garlic powder
- 2 teaspoon kosher salt
- 1 teaspoon onion powder
- 2 teaspoon freshly ground black pepper
- 3 cups whole milk
- 1 cup heavy cream
- 1 cup sharp cheddar cheese, shredded
- 1 cup mozzarella cheese, shredded
- 2 cup gouda cheese, shredded, or other young cheese
- ½ cup full-fat sour cream
Crispy Topping
- ¾ cup seasoned panko breadcrumbs
- 3 tablespoon butter, melted
- 3 tablespoon parmesan cheese, finely grated
Instructions
Boil the Pasta
- Preheat oven to 400ºF.
- Bring a large pot of salted water to a boil on stovetop to cook your macaroni pasta to a minute or two under al dente, according to the package directions.16 ounces short cut pasta, 4 quarts water, 4 teaspoon Better than Bouillon Chicken Base
Make the Cheese Sauce
- In a separate large pot, melt the six tablespoons of butter over medium heat. Add the all purpose flour and whisk to create a roux. Cook the roux for 2 minutes, whisking constantly. Add your spices and whisk them in as well.6 tablespoon butter, ½ cup all purpose flour, ½ teaspoon dry mustard powder, 1 teaspoon garlic powder, 2 teaspoon kosher salt, 1 teaspoon onion powder, 2 teaspoon freshly ground black pepper
- Add the milk and heavy cream, about ¼ cup at a time, whisking well with each addition. After about two cups of liquid has been added, pour in the rest of the milk and heavy cream and whisk well to combine.3 cups whole milk, 1 cup heavy cream
- Cook for 5-7 minutes, whisking frequently so the bottom doesn't scorch. Once the bechamel sauce is thick enough to coat the back of a spoon and stay separated when you run a finger down that spoon, it's ready for cheese.
- Turn the temperature to low and add a handful of the cheese at a time, whisking in each handful before adding the next. Once the cheeses are fully incorporated and melted, turn the heat off and stir in the sour cream.1 cup sharp cheddar cheese, 1 cup mozzarella cheese, 2 cup gouda cheese, ½ cup full-fat sour cream
- Once your pasta is just under al dente, drain it and stir the macaroni into the cheese sauce thoroughly. Taste the cheese sauce and season with salt and pepper as needed.
Toast the Bread Crumbs
- Toast the panko bread crumbs and 2 tablespoon butter together in a separate saute pan until it's lightly toasted for a minute over medium heat, set aside.¾ cup seasoned panko breadcrumbs, 3 tablespoon butter
Bake
- Butter your 9x13 baking dish (or equivalent sized baking dish) and pour the macaroni and cheese into it. Smooth the mac down with the back of a spoon then cover the top with the toasted panko and parmesan cheese.3 tablespoon parmesan cheese
- Bake in the oven for 25-30 minutes, until the breadcrumbs are golden brown and the cheese is bubbling.
- Cool for five minutes, then serve hot!
Recipe Notes
Chef's Tips
- Swap the gouda for mild cheddar, havarti, pepper jack, colby jack, American cheese, or any other cheese you like!
- Shred your own cheese, the pre-shredded ones may not melt as well as block cheese.
- Use a shredding attachment/disk for your stand mixer or food processor to make your life so much easier.
-
Storage, Freezing, and Make-Ahead Instructions
- Make ahead: You can assemble the mac and cheese (without the breadcrumb topping) up to 2 days ahead. Cover tightly and refrigerate. When ready to bake, let it sit at room temp for 30–45 minutes, add the breadcrumb topping, and bake as usual.
- Storing: Store the mac and cheese in an airtight container or in the baking dish wrapped in plastic wrap, in the fridge, for up to 4 days. Rewarm a serving in a microwave-safe dish with a splash of milk to keep the mac creamy.
- Reheat Leftovers: Store leftovers in an airtight container in the fridge for up to 4 days. Reheat covered in the oven at 325°F or gently on the stovetop with a splash of milk to bring back the creaminess.
- Freezing: Pour the mac and cheese in a freezer-safe pan without the breadcrumbs. Let the unbaked mac and cheese cool to room temperature, wrap it tightly with multiple layers of plastic wrap and heavy duty foil. Freeze for up to 3 months.
- Thaw and Reheating: Allow to thaw in the fridge overnight until defrosted. Cover the mac and cheese in the toasted breadcrumbs and bake as recipe describes.

















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