Dozens of 5-star reviews and over 850,000 views since 2023 prove this recipe is the real deal. My Old-Fashioned Baked Macaroni and Cheese has become a reader favorite because it's simple to follow, packed with real cheese, and baked until perfectly golden. If you've ever struggled with homemade mac and cheese, this is the one that actually works. This classic mac is the ultimate comfort food and is perfect for your holiday celebration or family meal.

Baked Macaroni and Cheese
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 school, 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, especially when it's served alongside garlic mashed potatoes for a classic pairing. I've tested a lot of mac and cheese over the years, from my quick stovetop 3-cheese mac and cheese to my butternut squash mac and cheese for fall dinners, but this baked version is still the one I come back to every time.

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And here's my best tip: 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.
Key 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. There is a great variety of gluten-free pastas available 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.
- Dairy allergies. 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 Monterey Jack, Gruyère, or pepper jack add great flavor.
- Add a crunchy topping. Crush up some Ritz crackers or use some panko breadcrumbs on 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.

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
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.
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.
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.

Sarah's Top Tips
- Shredding your own cheese. I recommend using a food processor with a grating attachment 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 arugula pear salad with shaved Parmesan during holidays and special occasions. The bottom line is that it's a crowd-pleaser and a comfort meal. If you're serving this baked mac and cheese as a side dish, it pairs especially well with simple pork loin steaks since they take just 10 minutes to make or roasted Cornish hens when you want something a little more elevated.
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 of 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.
Did you make this recipe? Leave a ⭐️⭐️⭐️⭐️⭐️ rating and a comment below-I'd love to hear how it turned out! THANK YOU!

Old-Fashioned Baked Macaroni and Cheese
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See the full post for extra tips and photos
Ingredients
- 16 ounces macaroni noodles
- 1 tablespoon unsalted butter, to keep the macaroni from sticking
- 8 tablespoons unsalted butter, for the roux
- ½ cup flour
- 4 cups milk
- 1 teaspoon salt
- 1 teaspoon paprika
- ½ teaspoon black pepper
- 1 teaspoon hot sauce
- 4 cups shredded cheddar cheese
- 1 cup shredded cheddar cheese, for topping
Instructions
- Cook the macaroni according to package instructions. Strain and then add back to the pot with butter to keep it from sticking. Preheat oven to 375 degrees F.16 ounces macaroni noodles, 1 tablespoon unsalted butter
- Melt the butter for the roux in a large saucepan or Dutch oven over medium heat. Once melted, whisk in the flour and cook for 2-3 minutes until it turns a light golden color. Slowly pour in the milk while whisking.8 tablespoons unsalted butter, ½ cup flour, 4 cups milk
- Bring the sauce to a simmer and whisk regularly until it thickens, about 10 minutes.
- Reduce heat to low and stir in the spices, hot sauce, and most of the cheese (reserve the topping amount). Mix until the cheese is melted and the sauce is smooth.1 teaspoon salt, 1 teaspoon paprika, ½ teaspoon black pepper, 1 teaspoon hot sauce, 4 cups shredded cheddar cheese
- Turn off the heat and mix in the noodles.
- Pour into a baking dish and top with remaining cheddar cheese.1 cup shredded cheddar cheese
- Bake for 25-30 minutes. Broil for 2-3 minutes for a golden top.
Sarah's Tips
- Shredding your own cheese. I recommend using a food processor to grate your cheese 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.
- 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.
- 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.
Tools I Use for This Recipe
- Cheese Grater

Recommended for this recipe
This is my go-to pot for making the cheese sauce in this mac and cheese. It heats evenly, holds a ton, and is perfect for soups, stews, and braised dishes, too. If you don't have one yet, I can't recommend it enough.



Bekk says
I never made a roux and it was easy and delicious! I’ve always wondered how some people get their Mac so gooey and creamy. Now I know! Thank you for this recipe. I need to feed my dad who’s losing weight from chemo some natural and fattening and easy to eat goodness.
Sarah Hill says
Hi Bekk, thank you so much for your kind review! I'm so glad the roux worked out for you and that you found the recipe easy to follow. It means a lot to hear that it could help in such a meaningful way. Wishing your dad all the best during his recovery—hopefully, this mac and cheese brings some comfort and nourishment to him. Take care!
Gigi says
Disappointed don’t add flour it doesn’t taste right
Sarah Hill says
Hi Gigi, sorry to hear the recipe didn't turn out well for you. Did you make any changes to the amount of flour or the servings? I'm happy to troubleshoot via email if you’d like..sarah@realfoodwithsarah.com
Laura says
This tasted just like the mac and cheese my gramma used to make! So cheesy and delicious. My husband couldn't stop raving about it!
Brenda says
Very good and simple recipe. I used a mixed cheese blend and it turned out great.
Sarah Hill says
Yum, I will have to switch up my cheese next time!
Melissa says
Should it be covered while baking in the oven?
Sarah Hill says
Hi Melissa, I don't cover it but if you notice it getting too brown you can cover it with some foil and remove it to broil at the end.
Chrissy says
This is my go-to recipe, my comfort food. I just love it thick and gooey. So easy and so yummy. My kids love it too!
Brooke says
My family devoured this! Making it again for a 4th of July potluck!
Belle says
This mac and cheese recipe was really creamy and comforting! Just the way I like it!
Sarah Hill says
Glad you enjoyed it!!
James Brich says
I didn't cook the noodles first. They're small straight noodles. I kind of Cajunized it. Glass baking dish, all mixed together and set @ 350. It's going to be about 98° today in Saint Louis, Missouri
Sarah Hill says
Hi James, how did the mac and cheese come out? I would love to know!
Helen McLean says
Way too much roux, made the macaroni way too gluey! It doesn’t need that much thickening at all… I just layer cheese and macaroni and add milk at the end, have done it that way for over 50 years. Disappointed.
Sarah Hill says
Hi Helen, so sorry to hear the recipe wasn't to your liking.
Patricia Truax says
I made it, my husband says it's the best! I'll be making it for the whole FAMILY FOR OUR HOLIDAY WEEKEND!
Sarah Hill says
Hi Patricia, so glad to hear you guys enjoyed it! Hope the rest of the family loves it. Have a great weekend!!
Debra Aubin says
I made this old-fashioned macaroni and cheese recipe for my grandson he told his mother, it was the best he has ever had Food♥️
Sarah Hill says
So happy to hear this Debra!
MARIE I Cilluffo says
yes I made this recipe and I ran out of milk and substituted two cups of low sodium chicken broth. and it was still yummy a little lighter which was better for you but thanks for sharing with us. MARIE Cilluffo
Sarah Hill says
Hi Marie, really glad to hear you enjoyed it. I love that you added chicken broth to make it lighter, I will have to try that!
Abbey says
Made this for Thanksgiving this year… let’s just say it was a huge hit and I was asked to make it again for Christmas! It was quick, easy and delicious!
Brooklyn says
Made this over the holidays and it was a huge hit with the entire family. Will be making it again!
cassandra says
the complements were flowing. nothing compares!!!!!!
Sarah Hill says
So happy you enjoyed it!! Such a good recipe
Nicole says
I used added a tsp of onion powder and subbed some of the cheddar for gouda…so yummy!
Sarah Hill says
Ooh yum! I'll have to add some gouda next time I make it!