Rich, creamy, and baked to bubbly perfection, Good Old Fashion Mac and Cheese is the ultimate comfort food that transcends generations. This classic dish brings together tender pasta, a silky-smooth cheese sauce, and a golden, crunchy topping for a truly nostalgic and satisfying experience. Whether served at family gatherings or as a weeknight treat, every forkful is a reminder of why this beloved recipe has stood the test of time.

Ingredients You’ll Need
The beauty of Good Old Fashion Mac and Cheese is its reliance on simple, quality ingredients that each bring something special to the table. From the sharp depth of cheddar to the irresistible crunch of a buttery panko topping, here’s what you’ll need for classic perfection:
- Elbow macaroni (1 pound): The traditional noodle choice, perfect for cradling rich cheese sauce in every bite.
- Unsalted butter (4 tablespoons + 2 tablespoons, melted): Used for creating a roux and enriching the breadcrumb topping, butter adds luxurious flavor at every stage.
- All-purpose flour (1/4 cup): Essential for thickening the sauce and achieving that velvety, clinging texture.
- Whole milk, warmed (4 cups): The richness and body of whole milk ensure the sauce is creamy but never heavy.
- Dijon mustard (1 teaspoon): This secret ingredient cuts through the richness and adds subtle tangy complexity.
- Garlic powder (1/2 teaspoon): Lends background warmth without overpowering the cheeses.
- Onion powder (1/2 teaspoon): Infuses savory depth, giving the sauce a little extra something.
- Salt (1 teaspoon): A must for amplifying all the delicious flavors, especially the cheeses.
- Black pepper (1/2 teaspoon): Adds a gentle hint of heat and rounds out the flavor profile nicely.
- Paprika (1/4 teaspoon): For mild warmth and a touch of appealing color in both sauce and topping.
- Sharp cheddar cheese, shredded (4 cups): The star of the show, providing intense cheesy flavor and creaminess.
- Gruyère cheese, shredded (1 cup): Adds nutty, sophisticated flavor and turns the sauce extra silky.
- Parmesan cheese, grated (1/2 cup): Brings an umami kick and helps the topping get perfectly golden.
- Panko breadcrumbs (1 cup): The Japanese-style breadcrumbs bake up irresistibly crisp for that classic crust.
How to Make Good Old Fashion Mac and Cheese
Step 1: Prepare Your Oven and Pasta
Start by preheating your oven to 375°F (190°C). Meanwhile, bring a large pot of salted water to a rolling boil, then cook the elbow macaroni just until al dente. It’s important not to overcook the pasta here, as it will continue to soften while baking later. Drain it well and set it aside, so it’s ready to soak up all that glorious cheese sauce.
Step 2: Make the Roux
In a large saucepan, melt 4 tablespoons of unsalted butter over medium heat. Once melted and gently bubbling, sprinkle in the flour and whisk continuously for about one minute. This forms a pale golden roux—the base that thickens and adds body to the cheese sauce, keeping it luscious instead of runny.
Step 3: Whisk in the Milk
With the roux ready, gradually pour in the warmed whole milk while whisking constantly to prevent lumps. Continue cooking and whisking for around 5 minutes, until the mixture thickens into a smooth, velvety sauce that coats the back of a spoon. Warming the milk beforehand helps incorporate it seamlessly and speeds up the thickening process.
Step 4: Add Seasonings
Once thickened, stir in the Dijon mustard, garlic powder, onion powder, salt, black pepper, and paprika. These seasonings work in harmony to balance the richness of the cheese, adding both savory depth and just a whisper of heat. Don’t rush this step—it’s key to creating that unmistakable Good Old Fashion Mac and Cheese flair.
Step 5: Melt in the Cheeses
Remove the pan from the heat and immediately stir in the shredded sharp cheddar, Gruyère, and grated Parmesan. Keep stirring until all the cheese melts to create a smooth, glossy, and downright irresistible sauce. For extra creaminess, you can even add a little cream cheese at this stage, if you like your mac and cheese extra decadent.
Step 6: Combine Pasta and Cheese Sauce
Add your cooked macaroni to the sauce and fold everything together gently but thoroughly. Every noodle should be well coated, bathing in the creamy cheese for maximum flavor in each bite. Let yourself marvel at this golden, gooey mixture—it’s the heart of Good Old Fashion Mac and Cheese.
Step 7: Prepare the Baking Dish
Lightly grease a 9×13-inch baking dish, then pour in the macaroni and cheese mixture, smoothing it out evenly. This ensures each portion bakes up with a uniform ratio of cheesy pasta and crunchy topping.
Step 8: Make and Add the Topping
In a small bowl, mix the panko breadcrumbs with 2 tablespoons melted butter until they’re evenly coated. Scatter this mixture generously over the top of the mac and cheese. The buttery panko will bake up crisp and golden, giving the finished dish that classic, crave-worthy crunch.
Step 9: Bake to Perfection
Slide the dish into your preheated oven and bake for 25 to 30 minutes, until the top is bubbling and deeply golden brown. Resist the urge to rush this part—the slow, even bake guarantees that signature bubbly crust and lets all the flavors meld beautifully.
Step 10: Rest and Serve
Once out of the oven, let your Good Old Fashion Mac and Cheese rest for about 5 minutes before serving. This short wait makes it easier to scoop and gives the sauce just enough time to set up for the dreamiest, most satisfying texture.
How to Serve Good Old Fashion Mac and Cheese

Garnishes
For a pop of freshness and color, scatter some finely chopped parsley or chives over the baked mac and cheese just before serving. If you’re feeling bold, a light sprinkle of smoked paprika or even crispy bacon bits can take things to another level. These finishing touches are the final flourish that make homemade Good Old Fashion Mac and Cheese both inviting and irresistible.
Side Dishes
Good Old Fashion Mac and Cheese is a superstar on its own, but pairing it with simple side dishes can help balance its richness. Think crisp green salads with tangy vinaigrette, roasted broccoli, or bright sautéed greens like spinach or kale. For a classic soul food vibe, serve alongside barbecue chicken, smoky sausages, or oven-roasted tomatoes.
Creative Ways to Present
Elevate your presentation by spooning mac and cheese into oven-safe ramekins for individual servings, or serve it in a family-style cast iron skillet for rustic charm. For parties, try baking mini mac and cheese “cups” in a muffin tin for hand-held bites. However you choose to serve, this dish will win hearts (and appetites) every time!
Make Ahead and Storage
Storing Leftovers
If you find yourself with leftovers—lucky you!—simply let the dish cool completely before covering and refrigerating. Stored in an airtight container, Good Old Fashion Mac and Cheese will stay delicious for up to four days. The flavors actually meld and deepen overnight, making for an even cozier bowl the next day.
Freezing
Good Old Fashion Mac and Cheese also freezes beautifully. Once cooled, wrap the baking dish tightly with a layer of plastic wrap followed by foil, or portion into freezer-safe containers. It’ll keep well for up to three months. For best results, freeze before baking, then bake from frozen (adding a few extra minutes to the cooking time) for a just-made feel.
Reheating
To reheat, cover the mac and cheese with foil and bake at 350°F (175°C) until heated through—about 20 minutes for large portions. For single servings, a quick zap in the microwave works, but reheating gently keeps the cheese sauce smooth and prevents the pasta from drying out. If necessary, splash in a little milk before reheating to revive that signature creaminess.
FAQs
Can I use different types of cheese in Good Old Fashion Mac and Cheese?
Absolutely! While sharp cheddar and Gruyère bring classic flavor, you can swap in cheeses like Colby Jack, Fontina, Havarti, or even a bit of mozzarella. Mixing a few types often results in the most complex and satisfying cheese sauce.
Do I have to bake Good Old Fashion Mac and Cheese, or can I serve it stovetop?
If you’re in a hurry or prefer an extra creamy texture, feel free to skip the baking step. Just mix the cooked pasta with the finished cheese sauce, top with a sprinkle of cheese, and serve straight from the stovetop for maximum gooeyness.
What’s the purpose of the panko breadcrumb topping?
Panko breadcrumbs add a wonderful crunchy contrast to the creamy pasta. Mixing them with a little melted butter helps them brown beautifully in the oven, creating that irresistible crust that sets baked Good Old Fashion Mac and Cheese apart from the rest.
Can I make this recipe gluten-free?
Yes! Simply substitute gluten-free pasta and use a cup-for-cup gluten-free all-purpose flour blend for the roux. Be sure to choose gluten-free panko or crushed gluten-free crackers for the topping.
How do I keep the cheese sauce from becoming grainy?
For the smoothest, silkiest cheese sauce, always remove the pan from heat before adding the cheese. Stir constantly until fully melted, and avoid high heat, which can cause the cheese to separate or become grainy.
Final Thoughts
If you’re craving nostalgia in a casserole dish, nothing hits the spot quite like Good Old Fashion Mac and Cheese. With its bubbling cheese, crunchy topping, and wow-worthy flavor, this timeless recipe is sure to become a staple at your table. Gather your favorite people, dig in, and make some delicious memories—your taste buds (and your friends) will thank you!