Oven Baked Macaroni and Cheese

Oven Baked Macaroni and Cheese

Homemade cheese sauce mixed with pasta, topped with buttery bread crumbs and baked until toasty.  This comfort food favorite will please a crowd.  Makes 12 servings!  (I usually freeze half).
Course Main Course
Cuisine American
Keyword Oven Baked Macaroni and Cheese
Prep Time 30 minutes
Cook Time 30 minutes
Total Time 1 hour
Servings 12 servings
Author Don Herman


  • 8 tbsp Butter 6 for the sauce, 2 for the bread crumbs
  • 6 slices Bread torn into 1/4 - 1/2" pieces
  • 5 1/2 cups Milk
  • 1/2 cup Flour all-purpose
  • 2 tsp Salt
  • 1/4 tsp Nutmeg
  • 1/4 tsp Black Pepper
  • 1/2 tsp Cayenne Pepper
  • 24 oz Cheese grated, about 6 cups
  • 1 lb Elbow Macaroni


  • Preheat oven to 375F.  Grease a large 3-quart or 2, 1 1/2 qt baking dishes.  (I use 2 foil pans from the dollar store - one for serving immediately, and one for wrapping in foil and freezing.
  • Cook the macaroni in a large pot of salted water until almost done - not crunchy, but not to where you would serve it.  Drain well, return to pan over heat and stir just until it wants to start to stick to the bottom.  Remove from heat and set aside.
  • Melt the butter in a saucepan large enough to hold your bread crumbs.  Add the crumbs and toss to coat.  Set aside.
  • Heat the milk over medium heat until just steaming but don't let it boil.  
  • In a large pot or deep skillet, melt the remaining butter until hot and bubbling.  Add the flour and whisk steadily for a little over a minute, until it begins to smell nutty and cooked.
  • As you continue to whisk, add the hot milk to the butter/flour mixture.  Cook for a few more minutes until the mixture turns thick and bubbly.
  • Remove from heat and stir in the salt, pepper, nutmeg, and cayenne.  Add 4 cups of the cheeses (reserving 2 cups for topping) and stir to melt until smooth and creamy.
  • Pour the mac and cheese into your prepared dish(es).  
  • Top first with the remaining cheese, then the bread crumbs.
  • Bake until the crumbs are browned - about 30 minutes.  Let cool for a few minutes before serving.
    Oven Baked Macaroni and Cheese


Why heat the macaroni after cooking?  If you combine the cooked pasta to the cheese immediately after draining, you're going to introduce quite a lot of water to the dish, as a quick draining just doesn't quite do it.  Adding the pasta back to the pan will dry it out further, allowing the cheese sauce to more thoroughly coat the pasta.
Why torn bread and not just prepared bread crumbs or Panko?  It's all about texture.  Prepared bread crumbs in this particular dish actually makes for a "gritty" texture in your mouth.  Panko is a bit better, but nothing beats the satisfying crunch of these small toasted bits of buttery bread.  
This recipe makes a huge amount, but it freezes really well.  I use foil pans from the dollar store, wrap one in foil, then plastic wrap, and freeze for up to two months.  Just remove, and bake at 350F for an hour.  OR - the recipe can easily be cut in half - it works fine just as it is.
You can add protein to the dish - just make sure it's fully cooked before adding, as the temperature reached in baking will not cook meats or fish to a proper temperature.  Be sure to drain well!