I'm not saying that this is the best old fashioned baked macaroni and cheese...but I'm also not saying that it isn't. Creamy, cheesy, and decadent without being sickeningly rich, this shell mac and cheese recipe will have everyone fighting for seconds!
Jump to:
- Why You'll Love Old Fashioned Baked Mac And Cheese
- Ingredient Information And Substitutions
- How To Make Creamy Baked Macaroni And Cheese
- Frequently Asked Questions
- Tips For Making Mac And Cheese With Shells
- What To Serve With Southern Baked Mac And Cheese
- Other Macaroni Recipes To Try
- Old Fashioned Baked Macaroni and Cheese
Why You'll Love Old Fashioned Baked Mac And Cheese
Raise your hand if you like mac and cheese! Ugh, I love it so, so much! I went nuts over it as a kid (were you a Kraft kid? A Stouffer's kid? I was totally a Stouffer's kid!). But now that I'm an adult, I prefer homemade baked mac and cheese, all hot and bubbly from the oven with a nice, crispy crust of cheese and breadcrumbs on top!
I mean, what can I say? It's a recipe for macaroni and cheese, and it's seriously freakin' delicious. Serve it as a cozy meatless main. Serve it as an awesome side dish. You really can't go wrong! PS- you should also try this awesome Broccoli Mac and Cheese variation of this recipe!
Your family will go nuts for this recipe because of the gooey sauce and comfort food flavors, but you'll love making it because:
- It's ready in under an hour
- Uses real food ingredients that are easy to find (and you may already have!)
- You can easily swap out the cheese and seasonings
- Great for weeknight dinner, potlucks, and holidays
- Makes great leftovers
Ingredient Information And Substitutions
- Pasta- For this recipe, I used shells (not the huge ones and not the tiny ones, but the medium/small-ish ones) because they hold the cheese sauce in the shell nicely. You can also make this with elbow macaroni or another small noodle.
- Butter & Flour- Together, these make a roux which helps to flavor and thicken the cheese sauce. Use salted butter for better flavor.
- Milk- The other base of the cheese sauce. Whole milk is best, or you can replace some of it with heavy cream for an extra rich and creamy sauce.
- Cheese- I like to keep it simple with sharp cheddar, but if there are other cheeses you prefer, just sub them in. I also use pre-shredded cheese (I know, I know) just to save time and hassle. But if you grate fresh cheese yourself, it'll melt even quicker.
- Seasonings- Of course, salt and pepper are a must. I also like to add garlic powder and a pinch of ground nutmeg. You don't really taste the nutmeg — it just adds some warmth. Mustard powder is another popular addition to enhance the cheesy flavor- if you choose to add this, go with ½ teaspoon..
- Panko Breadcrumbs- Use seasoned instead of plain for extra flavor. The canister may be labeled "Seasoned" or "Italian Style" — they're the same thing. If all you have is plain, mix in some dried parsley and oregano plus finely grated Pecorino Romano or Parmesan.
How To Make Creamy Baked Macaroni And Cheese
Step 1- Make a roux.
Melt butter in a medium saucepan, then whisk in the flour until smooth. Continue cooking for about 2 minutes, stirring constantly, until the mixture darkens in color and smells nutty.
Step 2- Make the sauce. and boil the pasta.
Whisk in the milk, salt, pepper, garlic powder, and nutmeg. Continue cooking over medium heat until thickened. Then, turn off the heat and whisk in the cheese until fully melted.
While the sauce cooks, boil the shells in salted water for 2 minutes less than the al dente time on the package. Drain well.
Step 3- Combine and bake.
Mix the noodles with the cheese sauce, then pour into an 11 x 7 baking pan. Sprinkle more shredded cheese on top, followed by the seasoned panko breadcrumbs.
Bake macaroni and cheese shells for 20 minutes and serve immediately. The cheese should be bubbly and the breadcrumb topping should be browned.
Frequently Asked Questions
I don't find it necessary to cover the shell mac and cheese because it's already pretty warm when it goes in. You can add foil at the end if the panko topping is looking too dark.
Be careful not to overcook the roux (butter and flour mixture) or try to thicken the cheese sauce more. It will naturally thicken up in the oven, especially when combined with the starchy pasta. Avoid overbaking your macaroni and cheese too — that's sure to dry them out!
For optimal texture, don't assemble ahead. That said, you can do it if you really need to- cool your mac and cheese shells to room temperature, then cover and refrigerate. Remove from the fridge 30 minutes before baking to bring to room temperature. You'll also need to adjust the cooking time to make sure it cooks through to 145 degrees internal temperature — start by adding 10 minutes. Covering for the first half of baking can also help but isn't necessary.
Tips For Making Mac And Cheese With Shells
- Boil the pasta for 2 minutes less than the al dente cooking time listed on the package. Since it will continue to soften in the oven, your macaroni will finish cooking there.
- Cook the sauce over medium heat because the milk will scald if the heat is too high. Also, make sure you're stirring it continuously. I know it gets a little boring, but this prevents the milk from scalding on the bottom of the pan.
- You'll know the sauce is ready for the cheese because it will coat the back of a spoon. Then you'll turn off the heat, add the shredded cheese, and whisk until smooth.
- If you'd rather have stretchy melted cheese on top, just hold off from adding the cheese and panko topping until 5 minutes before the end of the total cooking time.
- Hungry now? You can skip the bake and serve mac and cheese shells straight out of the pan instead. In that case, cook an extra ½ cup of pasta to help thicken it. Either leave off the panko topping, or toast the breadcrumbs in a dry skillet before sprinkling over each bowl.
- Ingredients to prep ahead- Shred the cheese.
- Leftovers and storage- Allow leftovers to cool, then store covered in the fridge for 3 to 4 days.
What To Serve With Southern Baked Mac And Cheese
Enjoy this as a main dish for busy weeknights or as a side to heartier meals or holiday spreads. I often serve this with a quick side salad or some roasted veggies just to get some greens on the plate.
If you're entertaining guests, why not add a few of these recipes for a full feast:
- Steak Bites and Potatoes
- Brown Sugar Bacon Wrapped Chicken Bites
- Grilled Artichokes
- Pulled Pork Sandwiches
Other Macaroni Recipes To Try
Love this recipe? Please leave a 5 star ⭐️⭐️⭐️⭐️⭐️ rating in the recipe card below ⬇️ and/or a review in the comment section further down. Check out my Amazon Store for all my favorite tools, including those used in this recipe. And follow @thelifejolie on Instagram and TikTok!
Old Fashioned Baked Macaroni and Cheese
Ingredients
- 3 cups shells pasta, cooked 2 minutes less than the al dente package time
- 4 Tablespoons salted butter
- 4 Tablespoons flour
- 3 cups whole milk
- ½ teaspoon kosher salt
- ¼ teaspoon black pepper
- ¼ teaspoon garlic powder
- 1 pinch ground nutmeg
- 3 cups shredded sharp cheddar cheese, divided
- ⅓ cup seasoned panko breadcrumbs
Instructions
- Preheat the oven to 350 degrees.
- In a medium saucepan, melt butter over medium heat.
- Add flour and whisk until no lumps remain. Cook for 2 minutes stirring often.
- Whisk in milk, salt, pepper, garlic powder and nutmeg.
- Cook for 5-7 minutes stirring the entire time until the sauce has thickened enough to coat the back of a spoon.
- Turn off the heat and add 2 cups shredded cheddar cheese. Whisk until the cheese has melted and the sauce is smooth.
- Mix well with cooked pasta and pour the pasta mixture into an 11" x 7" baking pan. Sprinkle the top with remaining cheddar cheese and panko bread crumbs.
- Bake uncovered for 20 minutes and serve immediately.
Video
Notes
- Boil the pasta for 2 minutes less than the al dente cooking time listed on the package. Since it will continue to soften in the oven, your macaroni will finish cooking there.
- Cook the sauce over medium heat because the milk will scald if the heat is too high. Also, make sure you're stirring it continuously. I know it gets a little boring, but this prevents the milk from scalding on the bottom of the pan.
- You'll know the sauce is ready for the cheese because it will coat the back of a spoon. Then you'll turn off the heat, add the shredded cheese, and whisk until smooth.
- If you'd rather have stretchy melted cheese on top, just hold off from adding the cheese and panko topping until 5 minutes before the end of the total cooking time.
- Hungry now? You can skip the bake and serve mac and cheese shells straight out of the pan instead. In that case, cook an extra ½ cup of pasta to help thicken it. Either leave off the panko topping, or toast the breadcrumbs in a dry skillet before sprinkling over each bowl.
- Ingredients to prep ahead- Shred the cheese.
- Leftovers and storage- Allow leftovers to cool, then store covered in the fridge for 3 to 4 days.
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