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Betty Crocker’s Old Fashioned Macaroni and Cheese recipe delivers that nostalgic, cheesy pull-apart crust we all know and love—using just five pantry staples.
This classic stovetop method ensures a creamy, velvety sauce that clings to perfectly cooked elbow macaroni, with a golden, crispy top layer that’s impossible to resist. The secret lies in the butter-flour roux, which creates a smooth, fail-safe base for the cheese blend.
What makes this recipe truly special is its authentic, no-fuss approach—no fancy techniques, just precise timing and simple ingredients. The key steps include cooking the pasta al dente, building the roux to prevent lumps, and stirring constantly as the cheese melts into a luscious, bubbling sauce.
This method has been perfected over generations, ensuring every bite tastes like childhood comfort food.
By the time you serve this dish, you’ll have a creamy, cheesy masterpiece with a crispy crust that holds together just enough to create those satisfying pull-apart moments. The texture is rich yet light, with a perfect balance of sharp cheddar and buttery smoothness.
It’s the kind of mac and cheese that disappears faster than you can say "cheese sauce."
Whether you’re making it for a family dinner or a nostalgic weeknight treat, this recipe delivers restaurant-quality results with minimal effort. The best part? It’s ready in under 30 minutes, making it the ultimate comfort food solution. Let’s get cooking!
Ingredients for betty crocker old fashioned macaroni and cheese
Five pantry staples transform into nostalgic, pull-apart mac and cheese perfection.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 8 oz | Dry, medium or fine elbow shape |
| Unsalted Butter 🧈 | ½ cup | Cold, cut into small cubes |
| All-Purpose Flour 🌾 | ½ cup | Sifted, for smooth roux |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, aged 6+ months |
| Milk 🥛 | 2 cups | Whole milk for creaminess |
| Salt 🧂 | 1 ½ tsp | Diamond Crystal kosher salt |
| Ground Black Pepper 🌶️ | ¼ tsp | Freshly ground for brightness |
| Breadcrumbs 🍞 | ¼ cup | Panko preferred for crispiness |
| Garlic Powder 🧄 | ½ tsp | For subtle depth of flavor |
The sharp cheddar is non-negotiable here—aged 6+ months for that tangy, complex flavor. Kraft singles? No way. Grab a block from the deli counter (the Boar's Head brand is my go-to) and shred it yourself. The elbow macaroni should be medium or fine—Barilla or De Cecco are reliable choices. For the butter, Land O'Lakes unsalted is my standard, but any good-quality brand works. The panko breadcrumbs create that iconic crispy crust—Trader Joe's sells them in bulk, which is a total game-changer for this recipe. If you're using regular breadcrumbs, toast them first for extra crunch.
No panko? Crushed cornflakes work in a pinch—they add a nice texture contrast. Running out of sharp cheddar? Colby Jack adds a milder sweetness, but Pepper Jack brings heat if you're feeling adventurous. The milk can be 2% or whole—whole gives the creamiest texture, but 2% works fine. For the roux, don't rush the cooking—this is where the magic happens. If you burn it, start over. The garlic powder is optional but adds a subtle depth that makes this dish taste restaurant-quality. Penzeys sells a fantastic blend if you want to splurge on spices.
This mac and cheese reheats beautifully—microwave with a splash of milk to restore creaminess. Keeps for 4-5 days in the fridge, though I never make it last that long. For leftovers, cover with foil and reheat in a 350°F oven for 15 minutes. Freezes for up to 3 months if portioned in airtight containers. Pro tip: Make the breadcrumb topping fresh—it loses crispiness fast. But the sauce? Even better the next day as all the flavors meld together.
Why You'll Love This Recipe
- Here’s what sold me: the way the elbow macaroni gets just al dente, then coats itself in that thick, golden cheese sauce. Between us, that crispy edge with the creamy center? It’s the kind of bite that makes people pause mid-fork.
- No-Fuss Pantry Staples: I swear by this recipe because it uses what I already have—no fancy shopping trips. That sharp cheddar melts into something rich and tangy, while the butter and flour create that perfect velvety sauce without any weird ingredients.
- Creamy-Crisp Magic: Here’s what sold me: the way the elbow macaroni gets just al dente, then coats itself in that thick, golden cheese sauce. Between us, that crispy edge with the creamy center? It’s the kind of bite that makes people pause mid-fork.
- Weeknight & Potluck Hero: I make this when I’m running late or need to feed a crowd—it’s my go-to for game days, book club dinners, or even a lazy Sunday. Honestly, it’s the one dish that feels fancy enough for guests but takes less than 40 minutes to pull together.
Step-by-step instructions for betty crocker old fashioned macaroni and cheese
Here's how to create that iconic cheesy pull-apart crust using only pantry staples.
Cook the Elbow Macaroni to Al Dente Perfection
Bring a large pot of water to a rolling boil and add the 8 oz elbow macaroni. Stir immediately to prevent sticking. Cook until 1 minute before the package instructions for al dente texture—the pasta will finish cooking in the oven. Drain thoroughly in a colander, shaking to remove excess water, then return to the pot and set aside.
I always taste-test the pasta at this stage—it should have a slight bite when bitten. Overcooked pasta leads to mushy mac and cheese. The residual starch on the pasta helps create that signature creamy sauce later, so don't rinse it.
Create the Signature Cheesy Crust Mixture
In a separate bowl, combine the 2 cups shredded sharp cheddar cheese, 0.25 cup breadcrumbs, 0.5 tsp garlic powder, 1.5 tsp salt, and 0.25 tsp ground black pepper. Mix thoroughly until the breadcrumbs are evenly distributed throughout the cheese mixture. This forms the crispy, pull-apart crust that makes this recipe legendary.
For best results, use freshly shredded cheese—pre-shredded varieties contain anti-caking agents that prevent proper melting. The garlic powder adds subtle depth that complements the sharp cheddar beautifully. Set this mixture aside while you prepare the sauce.
Make the Ultra-Creamy Cheese Sauce
In a large skillet, melt the 0.5 cup unsalted butter over medium heat until foaming subsides. Whisk in the 0.5 cup all-purpose flour to form a smooth roux, cooking for 1-2 minutes until it turns a pale golden color. Slowly whisk in the 2 cups milk, a little at a time, ensuring each addition is fully incorporated before adding more.
Bring the mixture to a gentle simmer, stirring constantly, until it thickens enough to coat the back of a spoon (3-4 minutes). This is your velvety cheese sauce base. The key here is patience—rushing causes lumps that ruin the silky texture. Remove from heat and stir in the cooked macaroni until fully coated.
Assemble and Bake to Golden Perfection
Preheat your oven to 375°F. Transfer the macaroni mixture to a greased 9x9-inch baking dish, spreading it evenly. Sprinkle the cheesy breadcrumb mixture evenly over the top, pressing down gently with the back of a spoon to ensure good contact with the sauce below.
Bake uncovered for 20-25 minutes until the top is deep golden brown and the edges are bubbling. The crust should be crispy enough to pull apart cleanly while the interior remains creamy. Real talk: resist the urge to peek—every time you open the oven, you risk losing that perfect crust.
Rest and Serve for Maximum Creaminess
Remove from the oven and let rest for 5-10 minutes before serving. This resting period allows the heat to distribute evenly, preventing any potential separation between the creamy sauce and crispy crust. The contrast of temperatures creates that perfect bite—creamy center with crispy, cheesy top.
Serve immediately while still warm. Each bite should deliver that magical combination of crispy, cheesy crust with creamy, cheddar-infused pasta underneath. This is the mac and cheese your childhood memories were made of—rich, comforting, and impossible to resist.
Pro Tips For Making Betty Crocker Old Fashioned Macaroni And Cheese
- Cook pasta al dente: The recipe calls for "cooked until tender," but that’s vague—stop at 6 minutes, drain, and rinse with cold water. Overcooked elbows turn mushy, and no one wants that sad, gluey texture. Trust the clock, not the bite test.
- Shred cheese fresh: Pre-shredded cheddar has anti-caking agents that make the sauce grainy. Grate your own sharp cheddar on the largest holes of a box grater, then toss it with 1 tablespoon of flour to keep it dry until it hits the pot. The difference in creaminess is noticeable.
- Bloom the roux fast: Cook the butter and flour on medium heat for exactly 2 minutes, stirring constantly. If you let it brown, you’ll taste raw flour—bitter and off-putting. Keep it pale yellow, like a soft custard, or the whole dish will taste off.
- Temper the milk: Warm the milk to 160°F before adding it to the roux—just hot enough to steam but not boil. Cold milk shocks the butter and makes the sauce split. A quick thermometer check (or the back-of-hand test) saves you from scraping the pot later.
Make-ahead tips for this betty crocker old fashioned macaroni and cheese
Prep Ahead Sauce
The cheese sauce is the heart of this dish, and you can make it up to 24 hours ahead for maximum flavor development. After preparing the sauce (Step 3), let it cool completely, then store it in an airtight container in the refrigerator.
When reheating, add 2-3 tablespoons of milk to restore creaminess—this sauce thickens significantly when chilled. I like to reheat it on the stove over low heat while stirring constantly until smooth. 💡
Breadcrumbs Ready
Mix the breadcrumb topping ingredients (cheese, breadcrumbs, garlic powder, salt, and pepper) the night before and store in a ziplock bag in the fridge. This saves you time on the day of cooking and ensures everything is ready to assemble.
Just give it a quick stir before sprinkling on top—no need to thaw or adjust measurements. Pro tip: If using Trader Joe's panko, keep it in its original packaging until ready to use to maintain maximum crispiness. ✨
Pasta Pre-Cook
Cook the macaroni 1 day ahead and store it in the fridge in its cooking water (yes, really!). This might sound counterintuitive, but the starch in the water helps prevent drying out and keeps the pasta tender.
When ready to assemble, drain and rinse the pasta with cold water to stop the cooking process, then pat dry with a paper towel. The pasta will finish cooking in the oven, so it won’t be fully al dente when prepped ahead. 🍝
Assemble in Advance
For a truly hands-off approach, assemble the entire dish (sauce + pasta + topping) in a baking dish and refrigerate uncovered for up to 8 hours. When ready to bake, simply pop it in the oven at 375°F for 25-30 minutes—the extra time accounts for the cold start.
This works surprisingly well, though the crust may need an extra minute or two to crisp up properly. Perfect for game day or when you want to focus on guests instead of cooking. 💪
Freezer-Friendly
This mac and cheese freezes beautifully for up to 3 months, making it ideal for meal prep. Assemble the dish as directed, then let it cool completely before covering tightly with plastic wrap followed by aluminum foil.
When ready to eat, thaw overnight in the fridge, then reheat in a 350°F oven for 20-25 minutes, covered with foil for the first 10 minutes to prevent over-browning. The texture may be slightly drier after freezing, so add 1-2 tablespoons of milk when reheating. 🧊
Topping Variations
Want to switch up the topping while still making ahead? Try mixing crushed cornflakes with the breadcrumbs for a sweeter, crunchier crust. Or add 1 tablespoon of melted butter to the breadcrumb mixture before baking for extra richness.
Both options can be prepped ahead just like the original topping—simply store them separately and combine when ready to assemble. 🌟
Nutrition facts
Frequently asked questions
Why does my mac and cheese turn out grainy instead of creamy?
Graininess usually means the cheese didn't melt properly. Always use freshly shredded sharp cheddar (no pre-shredded cheese) and stir constantly over medium-low heat until the sauce reaches a gentle simmer. If lumps form, strain the sauce through a fine-mesh sieve for ultra-smooth results.
Can I make this mac and cheese without baking it?
Skip the baking step and serve it as a stovetop version. After mixing the sauce with the cooked pasta, transfer everything to a serving dish and top with the breadcrumb-cheese mixture. The texture will be creamier without the crispy crust, but still delicious. For extra richness, stir in 2 tablespoons of butter at the end.
What's the best way to reheat leftovers?
For the creamiest results, reheat in a skillet over low heat with 1-2 tablespoons of milk to restore moisture. If using the oven, cover with foil and bake at 350°F for 10-15 minutes. Microwave reheating works but can make the sauce watery—always add a splash of milk and stir well.
How do I prevent the crust from getting soggy?
The key is proper timing. Press the breadcrumb topping firmly into the sauce before baking, and bake uncovered until the crust is deep golden brown. Avoid opening the oven door early—this releases steam that makes the crust soggy. For extra insurance, broil for 1-2 minutes at the end to crisp up the top.
Can I substitute the elbow macaroni with another shape?
While elbow macaroni is traditional, you can use penne, farfalle, or shells for a different texture. Just cook them to al dente and drain well. Avoid long pasta shapes like spaghetti—they won't hold the sauce as well. For a fun twist, try star-shaped pasta for a festive look!