Easy Baked Macaroni and Cheese

The key to this baked macaroni and cheese is the rich and velvety cheese sauce made with sharp cheddar and smooth cream cheese. Topped with breadcrumbs and baked for a wonderfully crisp and textured finish, this is comfort food at its best.

baked macaroni and cheese in a cast iron skillet with a wood spoon

If you’ve been in a dinner rut lately, you likely need a boost of motivation with a simple strategy. Here’s what I do and you’re welcome to borrow it: prepare a new-to-you dinner recipe just once a week. When I’m bored in the kitchen, I use this easy and manageable one-night-a-week commitment to keep dinnertime creative, interesting, and satisfying.

The latest and greatest dinner recipe in my kitchen is baked macaroni and cheese. It’s certainly nothing new and unique, but it makes a terrific meat-free meal alongside something healthier like fresh salad or steamed green beans.

Tell Me About this Baked Mac & Cheese

  • Texture: Elbow macaroni can be used in this recipe, but I prefer pasta shells. I just love the way the cheese sauce sticks to the ridged surface and fills the shells. Coupled with the slightly toasted, crisp Panko topping, this baked mac & cheese is amped up with rustic texture. 
  • Flavor: This recipe offers all the cheesiness you expect from a good macaroni and cheese recipe, but I’ve enhanced it with garlic powder, smoked paprika, and mustard powder. The mustard powder adds a sharp kick and added depth of flavor. It’s the same seasoning I rave about it in my ham & cheese strata.
  • Ease: Pretty easy. The recipe can be broken down into three manageable parts: cooking the pasta, making the sauce, and adding a topping. Plus, it’s an excellent make-ahead freezer meal – prepare everything in advance and freeze it. When you’re ready to serve, thaw overnight and bake.
  • Time: Set aside about 40 minutes to complete this recipe.

baked macaroni and cheese on a plate with a fork

How to Make the Baked Macaroni & Cheese Sauce

The full printable recipe is below, but let’s walk through how to make the best macaroni & cheese sauce. 

Start the baked macaroni and cheese recipe by making a béchamel sauce. (Don’t get nervous: it’s always the start of a classic cheese sauce.) Melt some butter, add flour and milk, then stir in cheddar cheese, salt, and spices. And a dash of hot sauce for a kick. Let it all simmer and melt for a few minutes. Soon you’ll have the creamiest, most flavorful cheese sauce.

  • Best cheese to use: Use extra sharp cheddar for the best flavor. Or instead, try mixing it up by using half cheddar and another cheese such as gouda, fontina, or gruyere.
  • For optimal flavor: Shred the cheese yourself. Don’t buy the pre-shredded cheddar, which typically has stabilizers and a drier texture. For the best cheese sauce, you want the cheese right off the block.

After you combine the buttered noodles and cheese sauce, stir in 3 ounces of cream cheese. This adds creaminess and creates an extra indulgent macaroni and cheese– especially needed since we’ll bake it.

Why Bake Macaroni and Cheese?

Doesn’t that just add another step? Yes, it does, but a baked macaroni and cheese offers so much more texture than the stovetop versions. Who can resist that cheesy creamy underneath a crisp, toasted topping made with Panko breadcrumbs and melted butter? I used pre-seasoned Panko for extra flavor, but you can add parmesan and garlic powder to plain breadcrumbs or Panko.

If you’re looking for an amped-up favorite, try this company-worthy macaroni and cheese recipe which features bacon, sautéed spinach, and white cheddar.

buttered noodles in a glass bowl with a wood spoon

2 images of shredded cheese on a cutting board and pouring shredded cheese into sauce mixture on the stove

2 images of cheese sauce in a skillet on the stove and mixing cheese sauce and noodles in a glass bowl with a wood spoon

noodles and cheese sauce in a glass bowl

2 images of breadcrumb topping in a glass bowl and breadcrumb topping on macaroni and cheese before baking

overhead image of baked macaroni and cheese in a cast iron skillet

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baked macaroni and cheese in a cast iron skillet with a wood spoon

Easy Baked Macaroni and Cheese

  • Author: Sally
  • Prep Time: 20 minutes
  • Cook Time: 30 minutes
  • Total Time: 1 hour
  • Yield: serves 8
  • Category: Dinner
  • Method: Baking
  • Cuisine: American


This baked macaroni and cheese recipe combines delicious sharp cheddar and cream cheese for a flavorful and creamy cheese sauce. Before serving, top with breadcrumbs and bake. Breadcrumbs add a wonderfully crisp texture on top of the soft cheesy pasta.


  • 1 pound (450g) dry elbow pasta or pasta shells
  • 6 Tablespoons (86g) unsalted butter, divided
  • 3 Tablespoons (24g) all-purpose flour
  • 3 cups (720ml) whole milk*
  • 3 and 1/2 cups (about 14 ounces) shredded cheddar cheese*
  • 1/2 teaspoon each: salt, ground mustard, smoked paprika, and garlic powder
  • dash of hot sauce (optional)
  • 3 ounces (80g) brick-style cream cheese
  • 1 cup (90g) Panko breadcrumbs*
  • optional for serving: finely chopped fresh parsley


  1. Preheat oven to 400°F (204°C).
  2. In a large pot of boiling water, add a pinch of salt and the pasta. Cook the pasta until al dente, about 1-2 minutes less than the package cook time. Drain the cooked pasta, pour into a large bowl and stir in 2 Tablespoons of butter. Set pasta aside.
  3. In a large saucepan or 12-inch oven-safe skillet, melt 2 Tablespoons of butter over medium heat. Once melted, whisk in the flour to form a thick paste. Cook and whisk the paste for 1 minute, then slowly whisk in the milk. Once all of the milk is added, continue to whisk. Bring to a simmer. Once simmering, whisk in the cheese until smooth. Whisk in the salt, ground mustard, smoked paprika, garlic powder, and hot sauce (if using). Cook for 2-3 minutes until thickened.
  4. Pour the sauce over the buttered pasta. Add the cream cheese and stir everything together until the pasta is completely coated and cream cheese is melted. Scoop pasta back into skillet or a greased 9×13 inch pan.
  5. Melt the remaining 2 Tablespoons of butter and mix with the Panko. Sprinkle over pasta.
  6. Bake pasta for 30 minutes or until it is lightly browned on top and the sides are bubbling. I suggest covering the pasta halfway through bake time to prevent the top from burning.
  7. All to sit for 5 minutes before serving with a little fresh parsley. Careful, it’s hot!


  1. Make Ahead & Freezing Instructions: To make ahead of time, simply prepare the dish through step 5. Cover tightly and refrigerate for up to 2 days before continuing with step 6. You can also freeze the macaroni and cheese after step 5 for up to 3 months. Allow to thaw overnight in the refrigerator, then continue with step 6. Add about 5 minutes to bake time. You can also freeze the fully baked macaroni and cheese for up to 3 months. Allow to thaw overnight in the refrigerator, then bake at 400°F (204°C) for 40 minutes.
  2. Milk: Whole milk is strongly recommended for richest tasting sauce. If needed, you can use a lower fat or nondairy milk. Keep in mind that the sauce won’t taste as rich and creamy.
  3. Cheese: For best flavor, I recommend sharp cheddar. Buy a block or two and grate it yourself because it’s freshest that way. The pre-shredded bagged cheese typically has stabilizers and a drier texture. You can also use a mix of cheddar and another favorite cheese such as Gruyere, fontina, or gouda.
  4. Breadcrumbs: I used seasoned Panko, which you can find in the breadcrumb aisle at the store. You can use plain. If you use plain, feel free to add a little dried parsley, grated parmesan cheese, and some garlic powder. This is just for extra flavor.
  5. Adapted from Alton Brown

Keywords: macaroni and cheese


  1. OH MY GOSH. OH. MY. GOSH. :0 (!!!!!) As soon as I saw the picture, I instantly bookmarked it and slowly scrolled down with wide eyes. I AM SO HAPPY!!! My sister and I LOOVVVEEE <3 <3 macaroni and cheese (shells and cheese?) and I've been longing for a recipe. Thank you sososo much! It looks LEGIT DROOL-WORTHY it makes my stomach grumble. I always love it when you post savory recipes. Again, thank you SOOOOOOOOOOO MUCH!

    1. Love the mac and cheese excitement!

  2. Andrea @ Cooking with a Wallflower says:

    This baked mac and cheese looks soo delicious! Especially with the crispy panko bread crumbs on top! I’ll definitely have to try this version the next time I make mac and cheese. Plus, I love that you can freeze these for up to three months. Perfect for a quick weeknight dinner.

  3. Beverley Press says:

    definitely a winner of a recipe, thank you xoxo

  4. Oh, macaroni and cheese…never met one I didn’t like 😉 I even have room for the boxed or canned stuff. And I don’t even like cheese that much! But this looks so amazing 🙂 🙂 The shells are so cute in your photographs!

  5. Sarah Bookshar says:

    Hey Sally, any recommendations on skillets for the oven? I am sorely lacking and would rather invest money in a good one I can rely on and be versatile in recipes with.

    1. Can’t go wrong with a cast iron skillet! They take a little work to keep them in good shape, but they last practically forever! It looks like Sally is using one in her recipe.

      1. Ditto on the cast iron.  LODGE.  Made in USA.  Doesn’t get better than that. Decent prices.  The 12″ is nice and versatile for most recipes.
        LOL mine is well seasoned in bacon grease.!!  Which come to think of it will be an awesome base for today’s Mac and cheese !

    2. Sarah, I agree with these gals. Lodge is my favorite. It’s a great price for the spectacular quality. I own the 10 inch and 12 inch: https://www.amazon.com/Lodge-L8SK3-Skillet-Pre-Seasoned-10-25-inch/dp/B00006JSUB?th=1

      Like Brenda said, keep it seasoned. After I wash it, I immediately dry it to prevent it from rusting. Then use a paper towel to coat it lightly with oil. That’s how to keep it seasoned and long-lasting!

      1. PS.  Just had another tip to add……
        I dry mine by putting it on a stovetop burner…med./low and let it dry out real good after it’s had a good rinsing.  I do set my timer for 5-8 min. because one day I forgot I was drying it over an open flame on my stove.  AGH.!  And then while it’s smoking hot, and burner turned OFF.. I spray canola oil into the pan and wipe the entire inside with a paper towel and let cool down on its own.  
        I like this method because you know there is absolutely no water or moisture left on the cast iron before sealing with oil.  

  6. Marina @ A Dancer's Live-It says:

    LOVE the new dinner recipe per week Sally! I know exactly what you mean about that dinner rut. I live in it! 😉 This looks soooooo good.

  7. Shelby @ Go Eat and Repeat says:

    Yum! Of course, we also get into ruts, but homemade mac and cheese is one of the things that we have all the time. And it’s just so delicious, how could we not?? I also love a good pad thai, so I hope yours turns out well.

  8. Looking forward to getting out of the dinner rut once a week. What a great idea to change things up a bit.
    I’ve got at least a pound of block cheddars left over from Superbowl. Perfect timing for mac and cheese Sally’s way. 😉

  9. Sara | Last Night's Feast says:

    Yummy! This looks so tasty =)

  10. Dawn - Girl Heart Food says:

    Whatever you call it…mac n cheese or shells n cheese, it looks delicious ! Plus, I just love anything in a skillet! Such a great idea, too, making a new recipe once a week! Great way to mix things up 🙂

  11. I make mac and cheese every time I go home to visit my mom and nephews. 🙂 My version is pretty similar (sans the mustard powder) but I love adding broccoli to mine. Yum!

    We are in such a dinner rut too. I contemplated trying something new last night but I can’t even work up the energy for it! (and this was a day off!) Maybe I should try your one new meal per week goal too. 🙂

    1. The 1 new meal per week has been going well so far! If you’re looking for inspiration, we’ve tried homemade MD crab cakes, this mac and cheese, honey buffalo meatballs, and taco turkey chili so far this year. 🙂

  12. I LOVE a good homemade mac-n-cheese recipe! There’s nothing better…can’t wait to try yours!!

  13. Sharon K (The Farm Chick Bakes) says:

    ANYTHING Mac & Cheese is Drool-worthy! Ahhhhh the comfort it brings….yummo! Because it’s so simple I’ll add grilled chicken to any Baked Mac & Cheese. My BF is a meat and potatoes guy so it’s even hardier by adding either diced ham or grilled chicken! LOVE this dish! Thanks, Sally!

    1. Def a great way to add some protein!

  14. Sally, do you have any suggestions of what kind of cheese to use other than Cheddar? We are not big cheddar fans in my house! Thank you!

    1. That’s a great question. I suggest monterey jack or gruyere. Both easy to find, melt well, and will lend incredible flavor!

  15. Must say this isn’t quite the recipe I expected to see when I clicked on your website this morning, but I’m definitely not unhappy about that! Macaroni & cheese is my all-time favourite pasta dish. When I make it at home, I top it with crushed goldfish crackers (!!!) instead of breadcrumbs. Horribly indulgent but amazing, especially for a weeknight dinner (I feel you about those dinner ruts). BTW I love this chicken coconut curry from Skinnytaste http://www.skinnytaste.com/chicken-curry-with-coconut-milk-43-pts/
    I’m trying to expand my dinner horizon too; I think I’m going to make mac & cheese this week because it’s been a LONG time since I’ve had it too! 🙂

    1. Skinnytaste’s recipe looks easy and approachable– thank you so much for the suggestion!

  16. Can’t wait to try this one! I love the spice combo and baking it in the cast iron skillet!! Great ideas! We don’t have really good Thai in our town, so I seek it out when I’m traveling. Making Pad Thai at home has been one of my foodie goals for awhile, so if you take the plunge I’m there with you!

    1. Thanks Alice! Hopefully I can find a simple recipe. Pad Thai is one of my favorites, I’ve just never made it at home!

  17. Charlene McConnell says:

    Suggestion: add crab meat after blending the cheese and pasta, and add 1 tsp Old Bay spice mix to the panko crumbs for crab-cake mac and cheese.

    For lower carb, use diced extra firm tofu instead of noodles.

    1. Crab mac & cheese! What a great suggestion for next time. Thanks Charlene!

  18. Shawnna Griffin says:

    hey girl- this is right up my alley! Yummy! I love cheese!

  19. Hey Sal! Have you ever checked out Closet Cooking’s blog? He’s really into pad thai dishes and they look relatively simple. Definitely let us know if you make one, it’s on my bucket list as well! And darn you for posting this indulgent recipe- my post Super Bowl waist line does not need it. But on a side note, the strawberry cheesecake truffles were a hit last night <3 even by the guys who at first turned their noses up at their pink cheerfulness!

    1. PINK is the way to celebrate the Super Bowl, I swear. I’ve seen his blog before but will check it out for the pad thai-type recipes, thank you!

  20. Adds flavor and so much extra creaminess!! I swear by it!

  21. Ohhhh I love a good mac n cheese recipe! And the cast iron always jazzes it up too 🙂

    On my favorite versions this winter season has been butternut squash mac and cheese. I used the following three recipes for inspiration and kind of created my own mash-up. It’s super delicious, and most people who’ve tried it have no idea squash is the #1 ingredient. 


    1. Mmm, so good!

  22. Cori @ Sweet Coralice says:

    MmmmAC & Cheese! Yum. I haven’t made homemade mac and cheese in what seems like forever. When I’ve made it in the past, I always had dibs on the corner pieces for the wonderful texture ..being all crispy. I still claim the corners to this day on every baked dish! Esp brownies! I’m already tasting the corner section of this ridiculously creamy mac in cheese! I prefer the Panko crumbs to regular breadcrumbs as they add that extra level of crunch! Great recipe 🙂

  23. That mac and cheese looks wonderful, nothing like cream cheese for extra creaminess.

    This coconut chicken is awesome, and made in the slow cooker

  24. Oh my goodness – this looks delicious! I’ve been cutting out pasta from my diet since the new year, but this is definitely worth the extra calories. If you’re looking for a good, super quick Pad Thai recipe – the one from Closet Cooking is definitely my favourite! http://www.closetcooking.com/2008/11/pad-thai.html

  25. Oh my gosh, this looks SO GOOD! And something the husband would flip over!

    I really like the idea of doing one new recipe a week to mix things up! We have been good so far this year about trying new recipes and I hope we keep it up!

    Also! Here is a coconut chickpea curry recipe that we make a lot and LOVE! It’s mostly done in the crockpot, so super easy! we always add an additional cup of vegetable broth and another can of reduced fat coconut milk because my husband likes it saucier! We top it with either  chicken or beef or pork or shrimp! And the leftovers keep really well!

  26. Totally forgot the link! Here it is!


  27. You might also try slow cooker Indian Butter chicken.

  28. Laura | Tutti Dolci says:

    Yes please!! This is just the dinner I need – love that golden Panko topping!

  29. Yum! This looks amazing!

  30. This is the only way I make mac n cheese. Didn’t know the sauce had such a fancy dancy name. Lol I add fresh choped garlic instead of garlic powder… I melt the butter, then add in the garlic and let it cook, then add in the part kf the milk, in another bowl I have the rest of the milk, flour, basil, oregano, paprika, cayenne, s&p. Whisk it all up and add it to the steaming milk, whisk till it thickens, then add extra sharp cheddar. Mmmmmmmm

    1. That sounds soooooo good. Especially with the fresh chopped garlic!

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I’m Sally, a cookbook author, photographer, and blogger. My goal is to give you the confidence and knowledge to cook and bake from scratch while providing quality recipes and plenty of pictures. Grab a cookie, take a seat, and have fun exploring! more about Sally