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Baked Mac and Cheese

close up shot of Baked Mac and Cheese being grabbed from a baking dish with a large spoon
This creamy, baked mac and cheese is made from scratch with a delicious sauce and tender noodles, topped with breadcrumbs in this simple, homemade dinner recipe.
Prep Time 20 mins
Cook Time 20 mins
Total Time 40 mins
Course Main Course
Cuisine American
Servings 10
Calories 593 kcal


Mac and Cheese

  • 2 ½ cups large elbow macaroni
  • ½ tablespoon olive oil
  • 4 tablespoons butter
  • 1 tablespoon flour
  • 2 cups whole milk
  • 24 ounces evaporated milk (12-ounce cans)
  • 1 ½ teaspoons salt
  • 1 teaspoon pepper
  • 2 ½ cup mild cheddar cheese shredded (freshly grated if possible)
  • 2 ½ cup white sharp cheddar cheese shredded


  • 4 tablespoons butter melted
  • 1 cup herb panko bread crumbs


  • Preheat oven to 350°F.
  • Spray a 9x13 baking dish with nonstick spray. Set aside.
  • In a large pot, cook the macaroni according to package directions but cook it 1 to 2 minutes UNDER. It will continue cooking as it bakes later. Drain the pasta and drizzle the olive oil over it and toss it to keep it from drying out while you prepare the sauce. Set aside.
  • In the pot you just cooked the pasta in, melt the butter over medium-low heat. Once butter is melted add in the flour and whisk for a minute whisking constantly so to not to burn the flour.
  • Pour in the 2 cups of whole milk and whisk until all lumps are gone and mixture is smooth. About 1 minute.
  • Over medium-high heat add the 2 cans of evaporated milk, salt, and pepper. Whisk until mixture is smooth and starts to boil and to thicken, about 8-10 minutes. Stir often so it doesn’t burn to bottom of pot.
  • Stir cheeses together in a large bowl.
  • Stir in 4 cups of cheese into the pot and stir until cheese is melted.
  • Remove from heat and stir in the cooked macaroni shells.
  • Pour into the prepared baking dish. It will look a bit soupy but it will thicken as it cooks.
  • Sprinkle the remaining one cup of shredded cheese over the top of the mac and cheese.
  • In a small bowl mix together the Panko bread crumbs and melted butter. Sprinkle over the top of the macaroni and cheese.
  • Bake for 20 to 25 minutes until cheese is bubbly and top is golden brown.
  • Serve hot.


TIP: If you’re serving a crowd, this recipe easily doubles or triples.
TIP: Make sure you whisk constantly so that you don't burn the flour.
TIP: It’s best to grate your own cheese rather than use the pre-grated version in the bag. That’s because it usually has an anti-caking agent on it which means it doesn’t melt as well.


Sodium: 919mgCalcium: 662mgVitamin C: 1mgVitamin A: 1089IUSugar: 11gFiber: 1gPotassium: 422mgCholesterol: 108mgCalories: 593kcalTrans Fat: 1gMonounsaturated Fat: 10gPolyunsaturated Fat: 2gSaturated Fat: 22gFat: 36gProtein: 26gCarbohydrates: 41gIron: 1mg