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Homemade Baked Mac and Cheese Recipe From Scratch

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This homemade baked mac and cheese recipe starts with a buttery roux, a creamy sharp cheddar sauce, and a thick, crunchy panko topping. It bakes at 350 degrees for 30 to 35 minutes, and you can make the sauce ahead and freeze it.

If you are looking for a baked mac and cheese recipe that tastes like a real family dinner, this is the one. It is made from scratch, and it is worth every minute at the stove.

Why You’ll Love This Baked Mac and Cheese

  • Made from scratch. A real cheddar sauce, no box and no powder.
  • Crunchy golden top. A thick layer of panko bakes up crisp.
  • Make ahead friendly. Double the sauce and freeze it for a busy night.
  • Simple ingredients. Butter, flour, milk, sharp cheddar, elbow noodles, and panko.
Spoon scooping creamy baked mac and cheese with a crunchy golden panko topping from a white oval casserole dish

My Mother-in-Law’s Homemade Baked Mac and Cheese

My husband Jim loved his mother’s homemade baked mac and cheese. When we got married, my mother-in-law taught me how to make it. This recipe has been a staple in our home, and your kids love it too.

We have been married for almost 40 years now, and I have been making this recipe the whole time. It has been a family tradition for over three generations.

When our youngest son was old enough for table food, he loved this mac and cheese. He kept asking for it all through his school years, into junior high and high school. With work and school and sports, standing over the stove for 20 minutes was not always practical, so I started making a double batch of the sauce and freezing it.

Then all I had to do was thaw the sauce, cook the noodles, and pop it in the oven.

We made it at least twice a month. Our daughters love it too, but our son loved it the most.

This is not a complicated recipe, but it does take a little time. I promise it is worth every minute you spend standing over the stove.

Four step collage showing how to make baked mac and cheese with noodles, cheese sauce, panko topping, and a golden baked top

Ingredients for Baked Mac and Cheese From Scratch

  • 1 pound (16 ounces) sharp cheddar cheese, shredded (about 4 cups)
  • 16 ounces elbow macaroni
  • 4 tablespoons butter
  • 4 tablespoons flour
  • 4 cups skim milk (any milk works)
  • Salt and pepper, for serving at the table
  • 3/4 cup panko bread crumbs
  • Butter or light olive oil, for the casserole dish

Notes on the ingredients: Shred the cheese first, so it is ready when the sauce is. Warm the milk in the microwave for about 1 minute to take the chill off. Any milk works, and I use skim.

Cook the elbow noodles less than the box says. My box says 7 to 8 minutes, and I cook them for 6, so they stay al dente, which means a little bite to them.

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Equipment You Will Need

How to Make Baked Mac and Cheese From Scratch

  1. Shred the cheese and start the water. Shred the 1 pound of sharp cheddar and set it aside. Put a pot of water on the stove to boil for the noodles.
    Pro tip: Get the cheese ready first. Once the sauce gets going, you will want it right at hand.
  2. Warm the milk. Heat the 4 cups of milk in the microwave for about 1 minute. You just want to take the edge off, not make it hot.
    Pro tip: Skip the cold milk straight from the refrigerator.
  3. Cook the butter and flour. In a separate pot on low heat, melt the 4 tablespoons of butter with the 4 tablespoons of flour. Once it is melted, let it bubble for about 3 minutes.
  4. Make the sauce. Slowly add the warm milk, whisking until it is all incorporated. This is a béchamel sauce, and you do not want any lumps. Keep stirring until it reaches a soft rolling boil, which takes about 20 minutes.
    Pro tip: Plan for the time. This is the step you cannot rush.
  5. Add the cheese. Whisk in the shredded cheddar until it is melted and smooth. There are no seasonings in my sauce. You do not need a hard boil, just a soft bubble. Keep the sauce warm on the stove.
  6. Cook the noodles. While the sauce cooks, boil the elbow noodles for 6 minutes, even if the box says 7 to 8. Drain them well.
  7. Layer it. Butter your 12 x 9 inch oval casserole dish, or coat it with a little light olive oil. Add some noodles and some sauce, stir, then add more noodles and more sauce. Stir it all together so the cheese sauce gets into every nook and cranny, and fill the dish almost to the top.
  8. Top and bake. Sprinkle about 3/4 cup of panko over the top, liberally. You want a thick layer that covers the whole top. Bake at 350 degrees for 30 to 35 minutes, until it is bubbly and the top is golden brown. Pass the salt and pepper at the table.
    Pro tip: Everybody loves the crispy crust, so do not be shy with the panko.
Close up of creamy baked mac and cheese on a white plate with a crispy panko top, a fork, and fresh parsley

Tips for the Best Baked Mac and Cheese

  • Freeze the sauce. Make a double batch of the sauce and freeze half. Thaw it in the refrigerator overnight, and the next day all you do is cook the noodles and bake.
  • Undercook the noodles. They finish cooking in the oven, so pull them early.
  • Use plenty of panko. Cover the whole top so you get that crunchy golden crust.

What to Serve with Baked Mac and Cheese

Overhead view of a plate of homemade baked mac and cheese with parsley next to the casserole dish and serving spoon

Frequently Asked Questions

Can I freeze the cheese sauce?

Yes. I make a double batch of the sauce and freeze it. I thaw it in the refrigerator overnight. The next day I cook the noodles, layer it, and pop it in the oven.

Why is my mac and cheese sauce grainy?

The sauce was usually too hot when the cheese went in. Turn the heat to low, then stir in the cheddar a handful at a time until it melts smooth.
Shredding your own cheese from a block also helps, since bagged shredded cheese can have a coating that keeps it from melting well.

How do I keep baked mac and cheese from drying out?

Cook the noodles for 6 minutes, not the full time on the box, so they do not soak up all of the sauce. Keep the sauce nice and saucy before it goes in the oven, because it thickens as it bakes.
The thick panko top helps hold the moisture in, and it tastes best served soon after it comes out of the oven.

Can I use regular bread crumbs instead of panko?

Yes, regular bread crumbs work fine. Panko gives you a crunchier top, so it is my favorite for this recipe.

Do you put eggs in baked mac and cheese?

Not in this recipe. The butter and flour roux thickens the cheese sauce, so you do not need eggs.

Why do you cook the noodles less than the box says?

They keep cooking in the oven. My box says 7 to 8 minutes, so I cook them for 6 to keep them al dente.

How long do you bake mac and cheese?

Bake it at 350 degrees for 30 to 35 minutes. It is done when it is bubbly and the panko top is golden brown.

Make It for Your Family

I know your family will love this one. It is the kind of recipe that becomes a tradition.

If you make it, leave me a comment and let me know how it turned out.

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Close up of creamy baked mac and cheese on a white plate with a crispy panko top, a fork, and fresh parsley

Homemade Baked Mac and Cheese Recipe From Scratch

My mother-in-law’s homemade baked mac and cheese starts with a buttery roux and a creamy sharp cheddar sauce. It is layered with al dente elbow noodles and topped with a thick, crunchy layer of panko. Make the sauce ahead and freeze it for busy nights.

  • Total Time: 1 hour
  • Yield: 10 servings 1x

Ingredients

Units Scale
  • 1 pound (16 ounces) sharp cheddar cheese, shredded (about 4 cups)
  • 16 ounces elbow macaroni
  • 4 tablespoons butter
  • 4 tablespoons flour
  • 4 cups skim milk (any milk works)
  • Salt and pepper, for serving at the table
  • 3/4 cup panko bread crumbs
  • Butter or light olive oil, for the casserole dish
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Instructions

  1. Shred the cheddar and put a pot of water on to boil.
  2. Warm the milk in the microwave for about 1 minute to take the chill off.
  3. In a separate pot on low heat, melt the butter and flour together, then let it bubble for about 5 minutes.
  4. Slowly whisk in the warm milk until smooth. Stir until it reaches a soft rolling bubble, about 20 minutes.
  5. Whisk in the cheddar until melted. Keep the sauce warm on the stove.
  6. Cook the elbow noodles for 6 minutes, then drain.
  7. Butter or oil a 12 x 9 inch oval casserole dish. Layer noodles and sauce, stir, repeat, and stir until every noodle is coated. Fill the dish almost to the top.
  8. Sprinkle about 3/4 cup panko thickly over the top.
  9. Bake at 350 degrees for 30 to 35 minutes, until bubbly and golden brown.
  10. Serve with salt and pepper at the table.

Notes

  1. Cook the noodles less than the box says. They finish cooking in the oven.
  2. To make ahead, double the sauce and freeze half. Thaw it in the refrigerator overnight, then cook fresh noodles, layer, top with panko, and bake.
  3. Warm the milk for about 1 minute so it is not cold from the refrigerator.
  4. Cover the whole top with panko for a thick, crunchy crust.
  • Author: Susan Buonpane
  • Prep Time: 25 minutes
  • Cook Time: 35 minutes
  • Category: Side Dish
  • Method: Baking
  • Cuisine: American
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