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Macaroni and cheese is always a safe main dish in our home because the entire family LOVES it! We make it for Sunday dinners, holidays – you name it!

This best homemade mac and cheese is filled with cheese, milk, butter, and topped with Panko, making it incredibly delicious. We love it as a pasta dish to enjoy all year long, but it’s also a classic side dish for big family gatherings and special meals.

The kids have claimed it the “BEST homemade mac and cheese recipe out there” – and we have to agree!

If you love this mac n cheese, you’re sure to love Mac N Cheese with Ham, Velveeta Mac N Cheese, Chik Fil A Mac N Cheese.

Why we think you’ll love it:

  • This dish is SO simple! It’s prepped in 15 minutes and on the table in 40.
  • It’s extra cheesy and delicious. With Panko bread crumbs on top and loads of cheese in between, everyone loves this recipe.
  • Can be made ahead of time. For busy nights and holidays (like Thanksgiving and Christmas), it’s always great to have dishes that can be prepared in advance.
Homemade mac and cheese recipe ingredients on counter.

Homemade Mac and Cheese Ingredients

  • Elbow macaroni (1, 16-ounce package): Classic shape that traps sauce in every bite for maximum creaminess.We prefer elbow macaroni, but other pastas to use are: shell, Cavatappi, penne, Farfalle, fusilli, or rotini.
  • Salted butter, divided (½ cup + 2 tablespoons): The main fat for the roux and for toasting crumbs, adds rich flavor and silky texture.
  • All-purpose flour (½ cup): Whisked into butter to form a roux that thickens the sauce until smooth and velvety.
  • Garlic salt (1 tablespoon): Seasons the sauce quickly and adds a savory garlic note without extra steps.
  • Pepper (to taste): Balances the richness with a gentle bite; add more for a little warmth.
  • Milk (4 cups): The liquid base that turns the roux into a creamy cheese sauce.
  • Shredded sharp cheddar cheese (6 cups): Melts into bold, tangy flavor and body for that classic pull. We also like equal parts mozzarella, cheddar, and American. Other cheeses include Parmesan, White Cheddar, Fontina, smoked Gouda, Gruyere, Colby Jack, and Gorgonzola.
  • Panko breadcrumbs (½ cup): Toasted in butter for a crisp, golden topping that contrasts the creamy pasta. We use plain Panko breadcrumbs, but flavored crumbs or regular breadcrumbs work. Crushed Ritz crackers and crushed cornflakes also work.

How to Make Homemade Mac and Cheese

PREP. Preheat the oven to 325°F.

PASTA. Cook macaroni according to package instructions.

SAUCE. Meanwhile, in a large saucepan, melt ½ cup butter over medium heat. Whisk in flour and cook for 2-3 minutes. Add garlic salt and black pepper. Slowly pour in milk and whisk until smooth. Heat to a low boil and cook, stirring occasionally, until thickened, 4–5 minutes. Remove from the heat.

COMBINE. Drain the pasta and transfer it to a lightly greased 9×13-inch casserole dish. Sprinkle the shredded cheese over the pasta. Pour thickened cheese sauce over pasta and cheese. Let it sit until the cheese has melted, then stir together.

Melt the remaining 2 tablespoons of butter in a small skillet over medium heat. Finally, sprinkle on the bread crumb topping, and cook, stirring constantly, until golden brown, 3-5 minutes. Sprinkle over the mac and cheese.

BAKE. Bake for 14–15 minutes. Serve warm.

    • Shred your own cheese. Pre-shredded cheese is coated and doesn’t melt as well.
    • This recipe uses a flour roux as a thickener. It takes a bit of time for the sauce to simmer before it thickens, so be patient.
    • Warm the milk before adding to the roux, it blends faster and stays lump free.
    • For extra creaminess, stir in a splash of milk after baking if the pasta absorbed more sauce than you like.
    • Some easy variations include mixing the cheddar cheese with other cheese, adding bacon bits, diced ham, or broccoli florets, or making it spicy using jalapenos or red pepper flakes.

    Slow Cooker Directions

    1. Follow Steps 2 and 3, then pour hot pasta into a greased slow cooker.
    2. Sprinkle shredded cheese over pasta, followed by thickened cream sauce, and stir together. Cook on low for 2 hours, stirring occasionally.
    3. Make breadcrumbs as directed in Step 4 and pour over macaroni. Let warm for 5 minutes before serving.
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    Homemade mac and cheese recipe being scooped out of dish.
    4.99 from 173 votes

    Homemade Mac and Cheese Recipe

    This is the cheesiest, creamiest, altogether best homemade mac and cheese you'll ever make! The whole family will definitely approve!
    Servings: 10
    Prep: 15 minutes
    Cook: 25 minutes
    Total: 40 minutes

    Video

    Ingredients 

    • 1 (16-ounce) package elbow macaroni
    • ½ cup + 2 tablespoons salted butter, divided
    • ½ cup all-purpose flour
    • 1 tablespoon garlic salt
    • pepper, to taste
    • 4 cups milk
    • 6 cups shredded sharp cheddar cheese
    • ½ cup panko breadcrumbs

    Instructions 

    • Preheat the oven to 325°F. Lightly grease a 9×13-inch baking dish and set aside.
    • Boil pasta according to package directions.
    • Meanwhile, in a large saucepan, melt ½ cup butter over medium heat. Whisk in flour and cook for 2-3 minutes. Add garlic salt and pepper. Slowly pour in milk, whisking until smooth. Heat to a low boil and cook, stirring occasionally, until thickened, 4-5 minutes. Remove from the heat.
    • Drain pasta and transfer to a baking dish. Sprinkle shredded cheese over pasta. Pour thickened cream sauce over pasta and cheese. Let it sit until the cheese has melted, then stir.
    • Melt the remaining 2 tablespoons of butter in a small skillet over medium heat. Add breadcrumbs, and cook, stirring constantly, until golden brown, 3–5 minutes. Sprinkle over the mac and cheese.
    • Bake for 15 minutes. Serve warm.
    Save This Recipe!
    Just enter your email and get it sent to your inbox! Plus you’ll get new recipes from us every week!

    Notes

    Recipe tips.
    • This recipe uses a flour roux as a thickener. It takes a bit of time for the sauce to simmer before it thickens, so be patient.
    • Shred your cheese. Preshredded cheese is coated and doesn’t melt as well.
    • Some easy variations include mixing the cheddar cheese with other cheese, adding bacon bits, diced ham, or broccoli florets, or making it spicy using jalapenos or red pepper flakes.
    Slow cooker directions. Follow Steps 2 and 3, then pour hot pasta into a greased slow cooker. Sprinkle shredded cheese over pasta, followed by thickened cream sauce, and stir together. Cook on low for 2 hours, stirring occasionally. Make breadcrumbs as directed in Step 4 and pour over macaroni. Let warm for 5 minutes before serving.
    Prep ahead of time. Prepare the mac and cheese as directed above, but do not add the buttered breadcrumbs. Cover and refrigerate for up to 24 hours or wrap tightly with plastic and foil and freeze for up to 3 months. Thaw it overnight in the fridge, add breadcrumbs, and bake per recipe directions.
    Store. Allow the mac and cheese to cool completely before transferring it to an airtight container(s). Store in the refrigerator for 3-5 days, or wrap it tightly and freeze it for up to 3 months.
    Reheat. Thaw, if needed, and reheat, covered, in the oven or microwave. Add a splash of milk or cream to prevent dryness. 

    Nutrition

    Serving: 1g, Calories: 292kcal, Carbohydrates: 13g, Protein: 21g, Fat: 17g, Saturated Fat: 11g, Polyunsaturated Fat: 1g, Monounsaturated Fat: 5g, Trans Fat: 0.4g, Cholesterol: 50mg, Sodium: 1245mg, Potassium: 207mg, Fiber: 0.3g, Sugar: 5g, Vitamin A: 582IU, Calcium: 411mg, Iron: 1mg

    Nutrition information is automatically calculated, so should only be used as an approximation.

    Recipe FAQ

    Make ahead of time?

    Prepare as directed above, but do not add the buttered breadcrumbs. Cover and refrigerate for up to 24 hours or wrap tightly with plastic and foil and freeze for up to 3 months. Thaw it overnight in the fridge, add breadcrumbs, and bake per recipe directions.

    How to store?

    Allow the mac and cheese to cool completely before transferring it to an airtight container(s). Store in the refrigerator for 3-5 days, or wrap it tightly and freeze it for up to 3 months.
    To reheat: Thaw, if needed, and reheat, covered, in the oven or microwave. Add a splash of milk or cream to prevent dryness. 

    This recipe was originally published January 2017.

    About Kristyn

    Kristyn Merkley is a published cookbook author, wife, mom of six, and major food enthusiast! For the past 15 years, she has been sharing foolproof, family-friendly recipes—each one tested in her kitchen—that anyone can master. As a seasoned recipe creator, she loves making cooking simple, stress-free, and totally doable for everyone!

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    4.99 from 173 votes (82 ratings without comment)

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    186 Comments

    1. BJ says:

      Hi-
      Just discovered your site today as I was looking for Snickerdoodles-will try your recipe.

      I also looked at the homemade mac and cheese and noticed a couple of small errors-If I had a blog, I would like to know if something seemed amiss, so I hope you don’t mind. In the recipe it says:
      COMBINE. Drain pasta and transfer to a lightly greased 9-x-13-inch baking dish. Sprinkle 6 cups shredded cheese over pasta. Pour thickened cheese sauce over pasta and cheese. Let sit until the cheese has melted, then stir together. Shouldn’t it say pour thickened sauce or white sauce, not cheese sauce? Also in the the nutritional info it says Serving: 1g,. One gram?? That would be like one or two noodles. Made me chuckle. Darling family and great recipes that I have seen thus far. I will have to check back often and try some more recipes.

    2. Oliveen Alyette says:

      I tried making the roux twice with the ingredients given, and no matter how much I slowly poured in the flour and milk and continued whisking, it always came out extremely lumpy and couldn’t be amended anymore.

      1. BJ says:

        I hope you don’t mind me replying, but I make white sauce all the time for peas and potatoes, sausage gravy, cheese sauces, etc. What I find that works for me, is to melt the butter, add the flour and stir it into the butter, and then add the milk. That is how I make all my white sauces. It works for me since the flour gets mixed in with the butter first-making a type of roux, and then stirring/whisking in the milk. Once it starts thickening and reaching that close to boiling point, it is usually smooth. That has worked for me for years. Just a suggestion. I also add the cheese to the sauce, stirring it until it melts, then I pour it on the noodles, the veggies, etc., but either way works.

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