This post may contain affiliate links. Please read our disclosure policy.
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 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.

Kristyn’s Recipe Tips
- 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
- 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.


Homemade Mac and Cheese Recipe
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.
Notes
- 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.
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.
Recipe FAQ
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.
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.
Complete The Meal
Main Dish
Desserts
Apple Pie Recipe
3 hrs 45 mins
Homemade Vanilla Ice Cream
4 hrs 45 mins
Best Chocolate Chip Cookies
15 mins
Homemade Brownies
45 mins
More Mac and Cheese
Velveeta Mac and Cheese
43 mins
Crock Pot Mac and Cheese
2 hrs 15 mins
Chick Fil A Mac and Cheese
42 mins
Collections
This recipe was originally published January 2017.




























This is just down right delicious! The only mac and cheese recipe I’ll ever need.
I was probably the only child ever who did not like boxed mac n cheese. I still wont eat it, but i do enjoy homemade mac n cheese. This is such a yummy and easy recipe. Also, thanks for all the tips.
This is the only way I will eat mac & cheese, now! It is incredibly cheesy & I love the panko on top! I would have never thought about adding it, but now I can’t imagine it without it!
This recipe is must when the kids are out of school- They absolutely love it! Great flavor and real cheese! Delicious
You will love the ease of this recipe. Its creamy and cheesy and your kids will love this!
Does this need to be baked in a 9X13” casserole dish or can i bake it in a dutch oven type of dish?
Either of those work 🙂 Enjoy!
I Made this last night for our minute to win it christmas party and it was a hit! Love it!! I was thinking of adding crab meat to it when i make it for Our christmas (7 fish) dinner!
I am glad it was a hit!! Thank you for sharing that!
I love good mac and cheese, I would add a little American cheese with the sharp cheddar cheese, and use “GARLIC POWDER” and NOT “GARLIC SALT”, too much salt is not good for you, especially people with blood pressure problems as myself.
Those are all great options!!
Thank you so much for the recipe. This was my first time making Mac and cheese. The intructions were easy to follow and above all it was delicious. I Made on thanksgiving, and half of it was gone BeFore dinner time. Thank you again
Love this at Thanksgiving!! I am so glad to share! Thank you so much for giving it a try 🙂
OMG just made it..can’t wait to dig in..Thank you so much for sharing. .Have a Blessed Thanksgiving ; D
Happy Thanksgiving!! Thank you so much for trying it!! Hope you all enjoy!