
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
- 1/2 teaspoon kosher salt
- 1/4 teaspoon black pepper
- 1/4 teaspoon garlic powder
- 1 pinch ground nutmeg
- 3 cups shredded sharp cheddar cheese
divided
- 1/3 cup seasoned panko breadcrumbs
Directions
- 1
Preheat the oven to 350 degrees.
- 2
In a medium saucepan, melt butter over medium heat.
- 3
Add flour and whisk until no lumps remain. Cook for 2 minutes stirring often.
- 4
Whisk in milk, salt, pepper, garlic powder and nutmeg.
- 5
Cook for 5-7 minutes stirring the entire time until the sauce has thickened enough to coat the back of a spoon.
- 6
Turn off the heat and add 2 cups shredded cheddar cheese. Whisk until the cheese has melted and the sauce is smooth.
- 7
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.
- 8
Bake uncovered for 20 minutes and serve immediately.

Old Fashioned Baked Macaroni and Cheese
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About this Recipe
Searching for that quintessential comfort food that reminds you of grandma's kitchen? This Old Fashioned Baked Macaroni and Cheese delivers an unbelievably creamy, cheesy experience that’s truly unforgettable.
What sets this shells mac and cheese apart is its perfect balance: it’s wonderfully decadent without being overly heavy. The careful blend of whole milk and sharp cheddar cheese creates a rich, smooth sauce that clings to every shell, ensuring a satisfying bite every time.
Prepare for pure comfort in every spoonful. You'll find tender shells pasta enveloped in a luxurious, velvety cheese sauce, all topped with a delicate, seasoned panko crust that adds just the right amount of crisp texture. This baked macaroni and cheese is designed to be substantial and deeply flavorful, with subtle notes of garlic and nutmeg complementing the robust cheddar. It's the kind of dish that makes everyone at the table happy, perfect for a cozy family dinner or a gathering with friends.
Customization & Variations
While this recipe shines on its own, feel free to make it your own. For a milder cheese sauce, you could combine the sharp cheddar with some Monterey Jack or Colby. If you prefer a nuttier flavor in your topping, try crushing some butter crackers and mixing them with the panko. You can also experiment with a pinch of cayenne pepper in the sauce for a subtle warmth.
This classic baked macaroni and cheese is the ultimate main dish for a comforting meal, or a fantastic side for roasted meats. It’s ideal for gathering friends and family, making it the star of any potluck or Sunday dinner.

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