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overhead view of a baking dish filled with old fashioned baked macaroni and cheese and two spoons scooping into it
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4.67 from 30 votes

Old Fashioned Macaroni and Cheese

This classic baked macaroni and cheese is the real deal: a creamy cheese sauce, plenty of sharp cheddar, and topped with crispy golden brown parm-panko breadcrumbs that's absolutely irresistible. 
We're talking rich and creamy center, perfectly seasoned, and oh-so cheesy. It's the kind of mac and cheese that gets devoured at family reunions, gets second helpings on the holiday table, and brings the ultimate comfort food vibes to your Sunday dinners.
Prep Time10 minutes
Cook Time45 minutes
Total Time55 minutes
Course: Side Dishes
Cuisine: Southern
Servings: 12 servings
Calories: 586kcal

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!

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. 
    The harder kinds like aged gruyere and goudas, parmesan, and asiago have higher chances of breaking in your cheese sauce.

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.

Nutrition

Serving: 1cup | Calories: 586kcal | Carbohydrates: 41g | Protein: 23g | Fat: 37g | Saturated Fat: 22g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 9g | Trans Fat: 0.3g | Cholesterol: 121mg | Sodium: 1003mg | Potassium: 294mg | Fiber: 2g | Sugar: 6g | Vitamin A: 1104IU | Vitamin C: 0.2mg | Calcium: 532mg | Iron: 1mg