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A top down shot of macaroni cheese in a casserole dish with a spoon.
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5 from 9 votes

Baked Macaroni and Cheese

This classic Baked Macaroni and Cheese recipe is rich, creamy and topped with a light layer of toasted bread crumbs. Homemade mac and cheese is perfect for a holiday menu or a comforting choice any night of the week.
Prep Time20 minutes
Cook Time25 minutes
Total Time45 minutes
Course: Main Course, Pasta, Side Dish
Cuisine: American
Servings: 6 servings
Calories: 512kcal

Ingredients

  • 2 cups elbow macaroni
  • ¼ cup butter divided
  • 3 tablespoons flour
  • 1 teaspoon seasoned salt like Lawry's Seasoned Salt
  • ½ teaspoon dry mustard
  • freshly ground black pepper to taste
  • 2 cups milk warmed for 1 minute in microwave
  • 1 ½ cups shredded sharp cheddar cheese
  • 8 ounces Velveeta cubed
  • ¼ cup Italian style panko bread crumbs

Instructions

  • Cook the elbow macaroni in boiling, salted water for 6 minutes (or 2 minutes shy of the package directions). Drain and set aside.
  • Meanwhile, preheat oven to 350 F degrees. Lightly coat a 1 ½ quart baking dish with nonstick cooking spray. Set aside.

Make the Cheese Sauce

  • Melt 3 tablespoons of the butter in a large saucepan over LOW heat. Whisk in the flour and cook, whisking constantly, for 2 to 3 minutes to form a roux. Gradually whisk in the warmed milk. At first it will seize up into balls but as you continue whisking in more milk, it will become thin and smooth. Cook, whisking constantly, until thickened. This will take about 4 to 5 minutes.
  • Stir in the seasoned salt, mustard and pepper. Add the cheddar cheese and Velveeta and stir until melted.
  • Stir in the cooked macaroni, mix well and remove the pot from the heat.

Assemble and Bake the Macaroni and Cheese

  • Pour the macaroni and cheese into the prepared baking dish.
  • Melt the remaining 1 tablespoon butter and toss it with the bread crumbs. Sprinkle the mixture over the top of the casserole.
  • Bake, uncovered, for 20 to 25 minutes or until bubbly and heated through.
  • For a nice browned top, at the end of the cooking time set the oven to broil and cook for an additional 2 or 3 minutes. Watch it closely and remove it from the oven as soon as it is golden brown.

Notes

Storage
Transfer cooled leftover macaroni and cheese to an airtight container and refrigerate for up to 3 to 4 days.
Reheating Leftover Macaroni and Cheese
Stir in about 1 tablespoon of milk per cup of mac and cheese, cover it with microwave-safe plastic wrap or a paper towel, and reheat it in the microwave until warmed through.
Make Ahead Directions
Assemble the casserole as directed without adding the bread crumbs. Cover the dish tightly with foil and refrigerate overnight. Allow the mac and cheese to rest on the kitchen counter for about 30 minutes to take the chill off. The cheese sauce has a tendency to thicken as it chills so you might find you need to stir in a little milk before topping with the bread crumb mixture and baking as directed.
 

Nutrition

Calories: 512kcal | Carbohydrates: 50g | Protein: 24g | Fat: 24g | Saturated Fat: 15g | Cholesterol: 72mg | Sodium: 1337mg | Potassium: 384mg | Fiber: 2g | Sugar: 9g | Vitamin A: 981IU | Vitamin C: 1mg | Calcium: 536mg | Iron: 1mg