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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