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Creamy baked macaroni topped with melted cheese and breadcrumbs in a casserole dish.

Creamy Baked Macaroni

A crowd-pleasing, creamy baked macaroni dish with a golden crunchy top, perfect for potlucks and family dinners.
Prep Time 10 minutes
Cook Time 25 minutes
Total Time 35 minutes
Course Dinner, Main Course
Cuisine American
Servings 8 servings

Ingredients
  

Pasta and Base Ingredients

  • 16 oz elbow macaroni (or small shells)
  • 4 tablespoons unsalted butter
  • 4 tablespoons all-purpose flour
  • 3 cups milk whole milk gives best richness; 2% works too

Cheese Ingredients

  • 2 cups shredded cheddar cheese sharp cheddar for flavor
  • 1 cup shredded mozzarella cheese
  • 1 teaspoon salt
  • 1/2 teaspoon black pepper
  • 1/2 teaspoon mustard powder (or 1 tsp Dijon)
  • 1/4 teaspoon paprika smoked paprika for depth
  • 1/2 cup grated Parmesan cheese
  • 1/2 cup breadcrumbs Panko for extra crunch

Instructions
 

Preparation

  • Preheat the oven to 350°F (175°C). Grease a 9×13-inch baking dish.
  • Cook the macaroni in salted boiling water according to package directions until al dente. Drain and set aside.
  • In a medium saucepan over medium heat, melt the butter. Add the flour and whisk constantly for about 2 minutes to cook the raw flour taste. The mixture should be smooth and bubbling slightly.

Making the Cheese Sauce

  • Slowly pour in the milk while whisking to avoid lumps. Keep whisking until the sauce thickens and comes to a gentle boil, about 4–6 minutes.
  • Remove the sauce from the heat. Stir in cheddar, mozzarella, salt, black pepper, mustard powder, and paprika until melted and smooth. Taste and adjust seasoning.

Combining and Baking

  • In a large bowl, combine the drained pasta and cheese sauce. Stir until every piece is coated.
  • Transfer the mixture to the prepared baking dish. Evenly sprinkle the grated Parmesan and breadcrumbs over the top.
  • Bake for 20–25 minutes or until the top is golden and the edges bubble. If you want the crust extra brown, briefly broil for 1–2 minutes—watch closely.
  • Let rest 5 minutes before serving so the sauce sets a bit.

Notes

Refrigerate leftovers in an airtight container for up to 3 days. For single portions, microwave on medium power in 30-second increments, stirring between, to keep the sauce smooth. For a portable meal, spoon into ramekins and serve individual portions. To freeze, assemble and bake, or freeze unbaked in a freezer-safe dish for up to 2 months.
Keyword Baked Mac and Cheese, casserole, Comfort Food, Creamy Macaroni, Potluck