Old Fashioned Baked Macaroni and Cheese + Video

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Old Fashioned Baked Macaroni and Cheese with 3 types of cheese doesn’t skimp out on flavor! It’s gooey and creamy with a hint of crunch from a browned panko breadcrumb topping. Trust me, this potluck mac and cheese recipe leaves no leftovers!

titled: Baked Mac and Cheese Recipe


Old Fashioned Baked Macaroni and Cheese

Tender pasta with an ooey-gooey cheese sauce always seems to hit the spot, no matter what time of year it is.

I’m partial to old fashioned baked mac and cheese with a breadcrumb topping — the extra texture makes a huge difference!

Most potluck mac and cheese recipes are baked at 350°F, but they never seemed quite right… which meant figuring out how long to bake mac and cheese at 400°F instead.

Recipe Video

To see us make old fashioned baked macaroni and cheese from start to finish, watch the video in this post!

Lucky for you, I’ve perfected my recipe for 3 cheese baked mac and cheese and am sharing all my top tips!

That’s the whole point of this blog, right? Sharing tips and extras to make your time in the kitchen a little more magical — from DIY staples to recipe roundups and more!!

measured ingredients to make baked mac and cheese

Ingredient Notes and Substitutions

  • Pasta – Stick with classic elbow macaroni and try another type of noodle — as long as it has plenty of nooks and crannies for the sauce.

    Some other popular choices are medium shells, rotini, penne, and even ziti.

    If you can find campanelle, it’s got a unique shape that adds a fancy-looking touch to the plate.
  • Cheese – Sharp cheddar, gouda, and Parmesan are my top choices for 3 cheese baked mac and cheese.
  • Butter & Flour – Combine these to make a roux, which flavors the sauce and helps to thicken it too.
  • Half & Half – This makes an ultra-creamy cheese sauce.

    Swap in heavy cream for a thicker consistency and use milk for a thinner sauce — or mix the two for a homemade substitute!
  • Seasonings – Kosher salt and black pepper are classic flavor makers, and you know there’s going to be garlic powder and onion powder in every savory dish I make!

    I also like to add a pinch of cayenne for color and heat.

    You can increase the amount or add a few red pepper flakes to make this 3 cheese baked mac and cheese a bit spicier. Or replace it with paprika for less heat.
  • Breadcrumbs – I like to use panko for the topping because it doesn’t absorb liquid or clump together like more traditional breadcrumbs.

    Plus, panko browns nicely, and the flaky texture adds a little crunch for interest.

Other Cheese Options

There are so many combinations you can use for old fashioned baked mac and cheese, depending on your flavor preference.

Use varieties that melt well so your dish comes out nice and creamy.

It also helps to use a combination of young cheese, which melts smoother, plus aged cheese for a stronger flavor.

  • Gruyère
  • Muenster
  • Cream cheese
  • Fontina
  • Havarti
  • Monterey Jack
cheese sauce for old fashioned mac and cheese

Tips and Tricks for Making the Best Potluck Mac and Cheese

  • Your roux can make or break your sauce.

This step seems so simple, but it really makes a difference in the texture and consistency of the cheese sauce!

Melt butter fully before adding the seasoned flour, then whisk as it cooks. The mixture should bubble, darken in color, and give off a nutty aroma.

Once you can smell it, it’s time to add the half-and-half!

  • Bring dairy to room temperature first.

Since half-and-half contains some cream, it’s unlikely to curdle when it hits the hot pan.

But it’s still best to let it warm on the counter for 20-30 minutes to remove the chill for the smoothest results.

  • Cook noodles just to al dente.

This means tender with a small “bite” — they’ll continue to soften in the oven.

If you cook the pasta to the texture you like for eating, it’ll end up being mush when it’s time to dig in!

spoon on a plate of panko breadcrumbs

Serving Suggestions

The best part about old fashioned baked mac and cheese is that is works as a main dish or a side!

Pair with veggies or a salad for an easy meal or add a scoop to your plate with all your cookout favorites!

You can even add bacon pieces, diced ham, or veggies such as broccoli, peas, and caramelized onions right into the dish to make it more hearty!

Prep Ahead

  • Shred cheese
  • Bring half & half to room temp
  • Make breadcrumb topping

Kitchen Tools You Will Need

  • 9×13 Baking Dish – This set is one of my favorites! It comes with a lid for easy storage and is great for casseroles too.
  • Large Pot and Strainer for the pasta
  • Box Grater – As much as I love buying bagged shreds because it’s easier, freshly grated cheese melts down so much smoother and tastes better too.
  • Heavy Bottom Skillet – To help the cheese sauce cook evenly, a wide skillet works best.
baked mac and cheese in a white baking dish

Storing and Reheating 3 Cheese Baked Mac and Cheese

Cover pan tightly with plastic wrap or foil, or transfer leftovers to an airtight container. Store in the refrigerator for 3 to 4 days.

Reheat old fashioned baked macaroni and cheese in the oven at 350°F until warmed through, or warm individual portions on the stove with a splash of milk for moisture.

To freeze, allow potluck mac and cheese to cool completely before transferring to a sealed plastic bag or container.

Use within 6 months for best results and thaw in the refrigerator before reheating.

Old Fashioned Baked Mac and Cheese FAQ

How long to bake mac and cheese at 400?

Old fashioned baked macaroni and cheese takes 20-25 minutes to get browned and bubbly at 400°F.

If the breadcrumb topping starts to get too dark, loosely cover the dish with foil.

Why is my cheese sauce grainy?

Cheese quality, undercooked roux, and temperature are the top culprits. Keep the stovetop heat at medium — any higher and the cheese will separate.

Make sure to use freshly grated cheese off the block instead of bagged shreds. These contain anti-caking ingredients that do funky things when heated, especially in sauces.

Add shredded cheese to the skillet a handful at a time, stirring slowly and constantly until fully melted before adding more.

Can I make this recipe ahead of time?

Sure! Cook and assemble the pasta and cheese sauce as directed, but leave off the breadcrumb topping.

Cover tightly with plastic wrap or foil and refrigerate for up to 24 hours. Add the breadcrumb topping just before it goes in the oven and bake for an extra 5-10 minutes.

mac and cheese with serving spoon

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small glass bowl of baked macaroni and cheese

baked mac and cheese

Old Fashioned Baked Macaroni and Cheese + Video

Donna Elick
Old Fashioned Baked Macaroni and Cheese doesn’t skimp out on flavor! Make this 3 cheese baked mac and cheese for dinner or a potluck.
5 stars from 1 review
Tried this recipe?Please comment and review!
Prep Time 10 minutes
Cook Time 25 minutes
Total Time 35 minutes
Course Main
Cuisine American
Method Oven
Servings 16


  • 16 ounces macaroni noodles
  • 7 tablespoons unsalted butter, divided
  • 1 teaspoon garlic powder
  • 1 teaspoon onion powder
  • 1/2 teaspoon kosher salt
  • 1/2 teaspoon black pepper
  • pinch cayenne pepper
  • 1/4 cup all-purpose flour
  • 4 cups half and half
  • 3 cups shredded sharp cheddar cheese
  • 1 cup shredded gouda cheese
  • 1 cup panko breadcrumbs
  • 1/2 cup parmesan cheese, grated
  • 1 tablespoon fresh parsley, chopped fine, optional


  • Preheat the oven to 400°F. Grease a 9×13 inch baking dish with cooking spray and set aside. Cook the noodles per the directions on the back of the box and drain well, set aside.
  • In a heavy bottom skillet over medium-low heat, add 4 tablespoons of the butter and melt. Add the garlic powder, onion powder, salt, pepper, cayenne, and flour to the pan and whisk to mix into the butter. Cook for two minutes, whisking occasionally. Slowly add the half and half to the pan whisking constantly to avoid lumps. Bring to a simmer to thicken. Take off the heat and add the cheddar and gouda cheese, whisk to combine and melt the cheese into the sauce.
  • Mix the cheese sauce with the noodles and pour everything into the baking dish. Smooth out the top so it cooks evenly.
  • Melt the remaining butter in a microwave-safe dish by microwaving in 15-second intervals until melted. In a medium-sized bowl add the breadcrumbs, parmesan cheese, and melted butter, stir to combine. Sprinkle the breadcrumbs on top of the casserole. Bake 20-25 minutes until golden brown and bubbly. Serve with a parsley garnish, optional.



Serving: 1 | Calories: 403cal | Carbohydrates: 29g | Protein: 16g | Fat: 25g | Saturated Fat: 15g | Cholesterol: 75mg | Sodium: 450mg | Sugar: 4g | Fiber: 1g | Calcium: 371mg | Iron: 1mg

All nutritional information is based on third party calculations and is only an estimate. Each recipe’s nutritional value will vary depending on the ingredients used, measuring methods, and portion sizes.

Tried this recipe?Let us know how it was!
titled image (and shown): baked mac and cheese

Originally published October 2020, updated and republished April 2024

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  1. I was so hoping to like this recipe for Mac and cheese. It did NOT meet my expectations. The panko overtook the casserole and it was not creamy the way we like. Sorry, but I won't be making this one again.

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