Old Fashioned Baked Macaroni and Cheese

A close up of a pan of baked mac and cheese with a spoon in it.

Old Fashioned Baked Macaroni and Cheese

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!

Course dinner, Main, Main Course, Main dish

Cuisine American

Diet Low Salt

Prep Time 10

Cook Time 35

Total Time 45

Servings servings

Calories 120kcal

Author Jessy Freimann

Equipment

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.

Nutrition