Mac and Cheese is the ultimate comfort food that everyone loves. It’s creamy, cheesy, and perfectly soft pasta all baked together into a warm, satisfying dish. The gooey melted cheese that stretches with every bite makes it an all-time favorite for kids and adults alike.
I always remember making mac and cheese on chilly evenings when I wanted something quick but super comforting. I like to stir in a little extra cheese at the end just before serving to make it extra melty. It’s simple, but that little trick always makes it feel a bit more special and homemade.
One of my favorite ways to enjoy mac and cheese is with a crispy topping—whether it’s breadcrumbs or crushed crackers—to add a nice crunch on top of all that creamy goodness. It’s the perfect meal to share with family or friends when you want something cozy and delicious that everyone will smile about.
Key Ingredients & Substitutions
Elbow Macaroni: This classic pasta shape holds sauce well with its curves. If you don’t have elbow pasta, try shells, cavatappi, or small rigatoni—they all work great in mac and cheese.
Sharp Cheddar Cheese: Sharp cheddar adds bold flavor and creaminess. For milder taste, swap with mild cheddar, Monterey Jack, or a mix of cheeses like mozzarella and gouda.
Whole Milk: Whole milk gives richness. You can use 2% or even half-and-half for creamier sauce. For dairy-free, try unsweetened almond or oat milk combined with vegan cheese.
Flour and Butter: These make the roux, the base for a smooth cheese sauce. Use all-purpose flour, but gluten-free flour blends are a good swap for gluten-free needs.
Panko Bread Crumbs: They create a nice crunchy topping when mixed with butter. If unavailable, regular bread crumbs or crushed crackers work well.
How Do You Make a Smooth, Creamy Cheese Sauce Without Lumps?
Making the cheese sauce (béchamel) is key. Follow these easy tips:
- Melt butter over medium heat, then whisk in flour quickly to cook it for about 1 minute. This cooks out the raw flour taste.
- Slowly add milk while whisking constantly. Adding it gradually helps prevent lumps.
- Keep stirring as the sauce thickens to a creamy consistency, usually 5-7 minutes.
- Remove from heat before adding cheese, then stir cheese in slowly to melt smoothly.
Patience and constant whisking are your best friends here! This makes your mac and cheese velvety and lump-free every time.

Equipment You’ll Need
- 9×9-inch baking dish – I like using this size because it holds everything well and bakes evenly.
- Large pot – perfect for boiling pasta until al dente.
- Medium saucepan – for making the cheese sauce; the sides help prevent splatters.
- Whisk – essential for stirring the roux and smooth cheese sauce without lumps.
- Mixing spoon or spatula – for combining pasta and sauce easily.
- Small bowl – to mix the bread crumbs with melted butter for the topping.
Flavor Variations & Add-Ins
- Use different cheeses like Monterey Jack, Gouda, or Pepper Jack for varied flavors and spiciness.
- Add cooked bacon, ham, or sautéed mushrooms to make it more hearty.
- Stir in cooked vegetables such as spinach, broccoli, or peas for extra color and nutrients.
- Mix in a pinch of smoked paprika or hot sauce for a smoky or spicy kick.
How to Make Classic Baked Mac and Cheese
Ingredients You’ll Need:
- 8 oz elbow macaroni (about 2 cups)
- 3 cups shredded sharp cheddar cheese, divided
- 2 cups whole milk
- 2 tbsp unsalted butter
- 2 tbsp all-purpose flour
- 1 tsp Dijon mustard (optional, for a subtle tang)
- 1/2 tsp garlic powder
- Salt and pepper to taste
- 1 cup panko bread crumbs
- 2 tbsp melted butter (for topping)
- Fresh rosemary or parsley sprigs for garnish (optional)
How Much Time Will You Need?
This recipe takes about 15 minutes to prepare and cook the pasta and sauce, plus 25-30 minutes to bake. Plan on a total of around 45 minutes, including a few minutes of resting before serving.
Step-by-Step Instructions:
1. Get Ready and Cook the Pasta:
First, preheat your oven to 350°F (175°C) and lightly grease a 9×9-inch baking dish. Then, bring a large pot of salted water to a boil and cook the elbow macaroni according to the package directions until it’s al dente (tender but still slightly firm). Drain the pasta and set it aside.
2. Make the Cheese Sauce:
In a medium saucepan, melt 2 tablespoons of butter over medium heat. Stir in the flour and whisk constantly for about 1 minute to create a smooth paste called a roux. Slowly whisk in the milk bit by bit, keeping the mixture smooth. Keep stirring until the sauce thickens and starts to bubble gently, about 5 to 7 minutes.
3. Add Cheese and Seasonings:
Remove the pan from heat and stir in 2 ½ cups of shredded sharp cheddar cheese until it’s melted and smooth. Add Dijon mustard (if using), garlic powder, salt, and pepper to taste. Stir everything together to make a creamy cheese sauce.
4. Combine Pasta and Cheese Sauce:
Pour the cooked macaroni into the cheese sauce and mix well so every noodle is nicely coated with cheesy goodness. Then transfer this mixture into your prepared baking dish.
5. Prepare the Topping and Bake:
In a small bowl, mix the panko bread crumbs with the melted butter. Sprinkle this evenly over the top of your mac and cheese for a crunchy, golden crust. Bake in your preheated oven for 25 to 30 minutes, or until the topping is beautifully golden brown and bubbling.
6. Rest and Serve:
Once baked, take the dish out of the oven and let it rest for about 5 minutes. This helps the cheese sauce set a little so it’s easier to serve. Garnish with fresh rosemary or parsley if you like for a touch of color and extra flavor. Serve warm, and enjoy your homemade comfort meal!
Can I Use Different Types of Pasta?
Absolutely! While elbow macaroni is classic, you can use other small pasta shapes like shells, cavatappi, or penne. Just adjust the cooking time according to the pasta’s package instructions.
Can I Make This Mac and Cheese Ahead of Time?
Yes! You can prepare the mac and cheese up to the baking step, cover it, and refrigerate for up to 24 hours. When ready, bake as directed, adding a few extra minutes if it’s chilled.
How Should I Store Leftovers?
Store any leftovers in an airtight container in the fridge for up to 3 days. Reheat gently in the microwave or oven, adding a splash of milk if the sauce seems too thick.
What Can I Substitute for Panko Breadcrumbs?
If you don’t have panko, regular breadcrumbs or crushed crackers (like Ritz) work well for a crunchy topping. Toss them with melted butter before sprinkling on top for best results.