Old-Fashioned Macaroni and Cheese – Real Food with Sarah

This Old Fashioned Baked Macaroni and Cheese recipe will transport you straight back to your childhood. This classic mac is the ultimate comfort food and is perfect for your holiday celebration or family meal. With creamy cheese sauce in every bite, this recipe will be a family favorite.

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A spoon lifting up steaming macaroni and cheese.

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I love cheese, so this mac' n cheese recipe is near and dear to my heart. My recipes are all about using real ingredients in quick and delicious ways, and this old-fashioned macaroni is no different.

Who else has memories of coming home from elementary school and whipping up some macaroni and covering it with powdered cheese? The best way, in my opinion, to make this Southern classic is with real cheese and real ingredients. With even more cheesy goodness, I promise it won't disappoint!

This is one of my favorite recipes to make for family and friend gatherings as I always get rave reviews. Cooking and sharing my food brings me immense joy just like a spoonful of this old-fashioned macaroni.

A spoon scooping into a pan of mac and cheese.

Old-fashioned Baked Macaroni and Cheese

This is a must-have dish at my family's holiday parties, sort of like a non-negotiable. And let's be honest, side dishes are the best part of holiday dinners anyway. We usually have garlic-mashed potatoes, roasted butternut squash and roasted carrots. All tied together with a beautiful heaping of good ole mac and cheese.

Now, there are a TON of mac and cheese recipes out there but this recipe is by far my favorite. Creamy cheese and tender macaroni all wrapped up into comfort food cheesy goodness.

If you've ever struggled with making homemade mac and cheese you probably haven't added enough... well, everything. More milk, more butter and more cheese for the best homemade mac.

🌟Why You'll Love this Recipe

It's mac and cheese! Hard to argue with a bowl of cheesy macaroni in front of you. This baked mac and cheese will be a dish you'll love to make, eat and share. Make this for your next Sunday dinner!
Budget-friendly. Mac and cheese is the ultimate budget-friendly recipe.
Simple ingredients. This recipe is made with mostly pantry staples and lots of cheese.

🥘Ingredients

Macaroni noodles. Elbow Macaroni is my favorite.
Butter. Use unsalted butter.
Flour. Regular all-purpose flour works best here.
Milk. Whole milk is my top choice for an extra creamy texture.
Hot sauce. Frank's red hot or whatever I have in the fridge.
Shredded cheddar cheese. Shredding your own cheese is the best and totally worth it. Mild cheddar cheese, sharp cheddar cheese or a mix of both.

See the recipe card below for the remaining ingredients and quantities.

📖Substitutions & Variations

This recipe is simple and concise. I wouldn't recommend changing the ingredients too much but there a few changes you can make.

Gluten-free. For our gluten-free friends don't fret you can still enjoy this creamy sauce over some gluten-free pasta! There are a great variety of gluten-free pastas out there right now. For this recipe, I'd recommend going for rice pasta or chickpea pasta. You can swap the all-purpose flour for a gluten-free all-purpose flour as well.
Dairy allergies. I'm sorry but this may not be the dish for you. I have in the past used oat milk instead of whole milk which may help some dairy intolerant people. I find that most oat milk is creamy enough to substitute. I have not tested this recipe with vegan cheese.
Hot sauce. Use your favorite. I always have Cholula, Franks, Tabasco and Sriracha in the fridge.
Cheddar Cheese. I love the flavor of cheddar cheese but feel free to throw in some pepper jack or your favorite kinds of cheese.
Add a crunchy topping. Crush up some Ritz crackers or use some panko breadcrumbs sprinkled on the top for a crispy finish.

🔪Instructions

Cook the macaroni according to the package directions. Strain the cooked macaroni and add back to the pot with some butter to prevent sticking. Preheat the oven to 375 degrees F.

Butter and flour whisked in a large pot.

Step 1: Melt a stick of butter in a Dutch oven over medium heat. Whisk in the flour to create a roux.

Step 2: Slowly pour in the milk while whisking. Bring the sauce to a simmer and whisk until it thickens.

Step 3: Reduce heat to low and add in salt, pepper, paprika and hot sauce.

Step 4: Add the 4 cups of cheese. Mix until the cheese is melted and the sauce is smooth.

Step 5: Turn the stove off and add in the macaroni. Pour the mixture into a baking or casserole dish. Add a layer of extra cheese to the top of the mac.

Step 6: Pop in the oven and bake for 25-30 minutes. Broil for 2-3 minutes until the top is golden brown.

💭Recipe FAQs

Can I freeze macaroni and cheese?

Yes! Allow the mac and cheese to cool completely first. Add the macaroni to a freezer-safe container, ziplock bag or wrap it in plastic wrap and aluminum foil. Allow the mac and cheese to thaw in the fridge before reheating it.

How do I prevent the cheese sauce from becoming grainy?

The key to a smooth cheese sauce is to slowly add it into the pot by stirring continuously over medium heat. The cheese needs time to break down. Avoid high heat as this will cause the sauce to separate.

How can I make mac and cheese ahead of time?

Mac and cheese is one of those recipes that you can definitely make ahead of time. What you'll do is assemble the dish ahead of time, refer to steps 1-5. Allow the assembled dish to cool in the baking dish and pop it in the refrigerator. You'll want to bake the dish for 30-40 minutes before serving it if it's going directly from the fridge to the oven. I'd recommend only doing this up to 48 hours in advance.

A casserole dish of baked mac and cheese.

👩🏻‍🍳Sarah's Top Tips

Shredding your own cheese. I recommend using a food processor or a large box grater to make your life a little easier. You can use pre-shredded cheese but it contains additives that may cause the cheese to not melt as well.
Know how to make a roux. Using flour and butter to create a thickening agent should not be overlooked. Rouxs are found in plenty of recipes, including Italian lasagna and are very easy to create.
Al dente. Always cook your noodles to al dente. We don't want our "elbows" falling apart when mixing in the other ingredients. I'd even go as far as undercooking as the noodles will continue to cook in the oven.
Always add butter to the macaroni after draining. This prevents the noodles from sticking together and tearing.
Don't overcook in the oven. The mac and cheese should be baked for no longer than 25 minutes.

🥗Serving

The thing about mac and cheese is it can be the main dish or the side dish. I usually serve this alongside garlic butter roasted turkey and other sides during holidays and special occasions. The bottom line is that it's a crowd-pleaser and a comfort meal. If you're serving this as a side dish this holiday season, try it with Air Fryer Ham or Roasted Cornish Hens.

🥣Storage & Reheating

Store leftover mac and cheese in the refrigerator for up to 4 days packed in an airtight container. To freeze, use freezer-safe bags or containers or just wrap up in plastic wrap and aluminum foil.
To reheat refrigerated mac and cheese, place in a microwave-safe bowl and add 2 tablespoons of milk. Microwave for 2-3 minutes. I like to stir halfway through. You can also place leftovers in a small baking dish, add more cheese sauce or a couple tablespoons of milk and cover with foil. Cook in the oven at 350 degrees F for 15-20 minutes.
For frozen leftovers, it's best to thaw in the fridge overnight to preserve the quality of the food. If you don't have time for that don't worry, thawing in the microwave is just fine. Reheat in the microwave or oven using the same steps mentioned above.
Cook a little extra cheese sauce if you'll have leftovers. You can heat the cheese sauce and pour it over the mac to replenish the creamy sauce.