Old-Fashioned Baked Macaroni and Cheese

Why you will love this recipe

1. It’s truly old-fashioned: This is mac and cheese the way Southern cooks have made it for generations, rich, homemade, and baked until golden with a Ritz cracker crunch.
2. Feeds a crowd: Makes enough for 12, so it’s perfect for holidays, potlucks, or Sunday suppers. For smaller families, freeze portions to enjoy later.
3. Always a favorite: Kids and adults alike can’t resist the creamy, cheesy goodness; this dish always disappears fast.

Ingredient notes and substitutions:

Let’s talk ingredients: what you need, what you can swap, and how to make it work with what’s in your pantry. The full list is waiting down in the recipe card.

• Pasta: Elbow macaroni is the old-fashioned choice, but any short pasta like shells, penne, or cavatappi will soak up the sauce. Just cook it al dente so it doesn’t turn mushy in the oven.
• Butter: Brings richness and body to the cheese sauce.
• All-purpose flour: When combined with butter, it serves as the base for our cheese sauce.
• Ground mustard: Mustard powder is the secret ingredient in any great mac and cheese. It helps balance the richness of the dish.
• Milk: I recommend whole milk for a rich and creamy sauce.
• Cheese: This recipe uses sharp cheddar, cream cheese, and Parmesan for a creamy, tangy flavor. You can also mix in cheeses like Gruyere, Monterey Jack, or Gouda. Pro tip: shred your own cheese for the smoothest melt. For an extra velvety sauce, stir in a splash of evaporated milk or even an egg yolk, an old Southern kitchen trick that really works.”
• Ritz crackers: Ritz crackers add a perfect buttery crunch to the top of the this casserole. You could substitute buttered bread crumbs or panko if you don’t have Ritz crackers.

Recipe variations

• Different topping: Swap Ritz crackers for buttery panko or crushed saltine crackers.
• Spicy twist: Add a pinch of cayenne pepper or stir in diced jalapeños for a little heat.
• Cheese lover’s version: Try mixing in Gruyere, Gouda, or Monterey Jack for extra flavor depth.

How to make Old-Fashioned Baked Macaroni and Cheese

Complete directions are in the recipe card below.

1. Preheat your oven to 375°F and cook the pasta according to the package directions until it reaches the al dente stage. Drain and set aside.

2. Melt the butter in a large pot or Dutch oven over medium heat. When the butter is melted, add the flour, salt, and mustard, a little at a time, whisking constantly.

3. When the flour and butter mixture is smooth, add the milk, a little at a time, continually whisking to make sure you don’t have any lumps.

4. Continue to cook for about two minutes or until the béchamel sauce is thickened and smooth. Test the mixture often by coating the back of a spoon with the sauce. Run your finger across the sauce. If the line is thick enough that it stays put without dripping or running, it’s done.

5. Add the cheese slowly to the sauce, about a cup at a time, and stir until melted. Once you have added all of the cheese, add the cream cheese and stir until combined. Remove the pan from the heat.

6. Add the cooked pasta to the sauce and mix well to combine.

7. Pour the macaroni mixture into a large 5-quart baking dish sprayed with no-stick cooking spray. Set aside.

8. Add the Ritz crackers to your food processor and pulse until the crackers are crushed into fine crumbs. Add the melted butter and parmesan cheese and mix well to combine.

9. Top your casserole evenly with the crumb mixture.

10. Bake for 30-35 minutes or until the sauce is bubbly and the crumb topping is golden brown and crispy.

11. Serve your Old-Fashioned Baked Macaroni and Cheese Casserole immediately.

Serving suggestions

This old-fashioned baked mac and cheese is the ultimate Southern side dish. Pair it with Southern potato salad, sweet onion casserole, or traditional cornbread. It also makes the perfect companion to crispy fried chicken, baked baby back ribs, or a holiday ham.

Storage, reheating, and make-ahead tips

• Storing: Leftovers will keep 3–5 days in the fridge or up to 2 months in the freezer.
• Reheating: For the oven, splash a little water on top, cover with foil, and bake at 350°F for 25–30 minutes. For individual servings, microwave with a few drops of water for 30–60 seconds.
• Make-ahead: Assemble the casserole (without the topping) up to 24 hours in advance. Cover and refrigerate, then add the Ritz topping just before baking. To freeze, add the topping and wrap tightly. Thaw overnight in the fridge before baking.

Recipe FAQs

Expert tips from my Southern kitchen

• Shred your own cheese: Pre-shredded works in a pinch, but freshly grated melts much smoother.
• Feeds a crowd—or your freezer: This recipe makes enough for 12. I often divide it into four smaller dishes—bake one now and freeze the rest for later.
• Chef’s trick for creaminess: Stir in a splash of evaporated milk or an egg yolk with your final cheese for an extra velvety sauce, a Southern kitchen secret I’ve used for decades.

Pro tips for the best results

• Easy cracker crushing: No food processor? Place Ritz crackers in a zip-top bag and crush them with a rolling pin or your hands.
• Salt swap: If you’re substituting table salt for kosher, use only half the amount.
• Gluten-free option: Use gluten-free elbow macaroni, swap ¼ cup cornstarch for the flour, and use gluten-free panko instead of Ritz crackers.

Comfort food sides to serve with macaroni and cheese

Looking for the perfect pairings? These cozy Southern sides are tried-and-true favorites that go hand in hand with baked mac and cheese.

If you need more menu ideas, here is a link to all of my side dish recipes: 

⭐ ⭐ ⭐⭐⭐ If you make this Old-Fashioned Baked Macaroni and Cheese, please leave a comment and give it a star rating. I’d love to hear how it turned out for you, and if your family loved the buttery Ritz cracker topping as much as mine does.

Southern comfort food made simple and shareable—pull up a chair and join the conversation.

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