Grandma’s Baked Mac and Cheese

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This is Grandma’s Baked Mac and Cheese. It’s a classic creamy stovetop  cheese sauce mixed with shells and then baked with a crunchy bread crumb topping. This mac and cheese is an easy weeknight dinner. 

An overhear shot of a homemade mac and cheese with a bread crumb topping.

When I moved into my first apartment in college, I was thrilled to be able to cook for myself. I wanted all of my favorite recipes from my mom, so I took a little notebook and wrote out all of my favorites. I still have that notebook today!

One of the recipes in my notebook is Grandma’s (aka Nana’s) Mac and Cheese. I remember that Nana used to make this recipe with elbow noodles and a sharp cheddar cheese roux. For years I followed her same recipe, but at some point, I decided that I wanted to add some bread crumbs and bake it. Boy, am I glad I did.

Side note, my husband doesn’t eat mac and cheese (insert eye roll here). So once we have kids I will for SURE be making them this mac and cheese for dinner.

A shot of a large dish of shell mac and cheese with a golden bread crumb topping

This recipe starts with pasta (umm, duh). I prefer shells myself because I like a larger noodle. At the same time that you are preparing the shells, you should prepare the roux.

A roux sounds fancy, but really, it’s just butter mixed with flour and milk, some seasonings and cheese. The trick with a roux is that once the melted butter and flour are combined, it will be a little clumpy, keep cooking it until it thins back out. Once it starts to thin out, slowly whisk in the milk and continue cooking until it’s bubbling and thick.

A blue polka dot bowl filled with a baked mac and cheese with a crunchy bread crumb topping

At this point, you should start to stir in the cheese. I prefer to use a nice sharp white cheddar. My preference is Cabot, of course (seeing as how I am from Vermont). Really you can use any cheese that you prefer, or even a combination of cheeses.

I like to cut the cheese into cubes to help it melt more quickly. Once all of your cheese has been added, the sauce will be nice and thick. Pour this over your cooked pasta.

A gold fork sinking into a bowl of homemade mac and cheese with a bread crumb topping.

Then comes the good part. Stir a little melted butter into the bread crumbs, sprinkle over top of the pasta and then bake. I grabbed a 9-inch square dish, just make sure it’s oven safe.

I don’t know about you, but my FAVORITE part of a baked pasta is the top part because it gets just a little bit crispy, plus all the extra bread crumbs. Seriously, I would scrape off the whole top layer of the mac and cheese all for myself. So, you can decide if you want to come over for dinner or not.

Besides this mac and cheese, I also have Nana to thank for her sausage bread recipe and also her love of ice cream and Oreo dirt.

How to make a roux with flour and butter  

Start by melting the butter over medium-high heat. Once melted, whisk in the flour, the mixture will thicken quickly. Continue whisking over medium heat until it has thinned back out.

Slowly add the milk while whisking. Again, the roux will continue to be thick and maybe a little clumpy, but just keep whisking the milk and eventually it will all come together.

Once the roux is bubbling and thick, add some salt and pepper and then slowly start adding your cubes of cheese.

Continue whisking until the cheese is completely melted.

Grandma's Baked Mac and Cheese

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An overhear shot of a homemade mac and cheese with a bread crumb topping.

Grandma’s Baked Mac and Cheese

  • Author: Beyond Frosting
  • Prep Time: 30 minutes
  • Cook Time: 30 minutes
  • Total Time: 1 hour
  • Yield: 6-8 servings


This is Grandma’s Baked Mac and Cheese. It’s a creamy classic stove top cheese sauce mixed with shells and then baked with a crunchy bread crumb topping. This mac and cheese is an easy weeknight dinner. 


  • 3 cups uncooked shell pasta
  • 3 tablespoons butter
  • 2 tablespoons all-purpose flour
  • 2 cups milk
  • 12 ounces sharp white cheddar cheese, cubed
  • 1 teaspoon salt
  • 1 teaspoon pepper

For the topping:

  • 2/3 cup panko bread crumb
  • 2 tablespoons butter, melted


  1. Pre-heat the oven to 350°F. Spray a 9-inch square pan with cooking spray. Set aside.
  2. Boil 3 cups of water in a large pot over high heat. Once boiling, add the uncooked pasta and cook until al dente, approximately 10-12 minutes. Drain the pasta and set aside.
  3. In a large sauce pan, melt the butter over medium heat. Once melted, sprinkle the flour over top and whisk to combine. The mixture will be thick.
  4. Continue cooking over medium heat until the roux thins out. Next, slowly whisk in the milk, continuing to whisk until smooth. Boil until thick and bubbly.
  5. Finally whisk in the salt & pepper and start adding the cubes of cheese, whisking into the roux. Continue stirring until all the cheese is melted.
  6. Pour the cheese sauce over the pasta and stir to combine. Pour the pasta in a 9-inch square pan.
  7. In a small bowl, combine bread crumbs with melted butter and stir until combined. Sprinkle the bread crumbs over top of the pasta.
  8. Bake for 25-30 minutes. Allow to cool for 10 minutes and serve warm.

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6 Responses
  1. Charlee

    Gave this a test drive, and it was AMAZING! 🙂 Threw in some Jalapenos as well, which added a little kick. I did organic, sliced, left the seeds in to completely rock the world. My wife and I definitely loved on this – perfect comfort food here in Utah during the cold snap. Thanks so much J!

  2. Liz

    Long time cook but this was the first time my scratch mac & cheese tasted good.
    Thanks for an easy to follow recipe with helpful hints. I used Vermont Super Sharp Cheddar cheese. Then added cubed ham and peas when I added it to the baking dish. I also topped it with 4 slices of American cheese before
    placing the casserole in the oven. After the slices melted I added buttery panko crumbs for 5 more minutes to toast up. Delicious! Thanks again.

  3. Shelby Hall

    Loved this recipe! It turned out super delicious. I had never made a rue before, so I was a little nervous, but I was surprised that it was way easier than expected. I had no trouble at all. The topping also adds a lot to the recipe – it tasted amazing. I’d definitely recommend this recipe if you’re looking for delicious, creamy mac n cheese. Tasted like fancy restaurant mac and cheese!

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