Salads
Betty Crocker's Old-Fashioned Macaroni and Cheese recipe brings back the comforting, pull-apart magic of childhood dinners—that golden, bubbly, cheesy perfection with a crispy breadcrumb topping. The secret lies in the precise balance of sharp cheddar and American cheese, melted together into a velvety sauce that clings to every noodle.
I've recreated this classic version exactly as it was meant to be, ensuring that first bite delivers that nostalgic crunch and melt-in-your-mouth texture.
This recipe stays true to the original while making it foolproof for home cooks. You'll boil elbow macaroni until al dente, then mix in a rich cheese sauce that's thickened just enough to coat the pasta perfectly.
The breadcrumb topping adds that signature crispy contrast, and baking it until bubbly ensures every bite is restaurant-quality. It's the kind of dish that transforms a simple weeknight into a family feast.
The result is a pull-apart masterpiece—gooey cheese pockets, tender pasta, and a golden crust that begs to be shared. Serve it as a main dish or alongside roasted vegetables for a complete meal.
The recipe includes optional variations like adding bacon or broccoli, but the classic version is already unbeatable. Ready to recreate this timeless comfort food?
With just 10 simple ingredients and 30 minutes of active time, you'll have a dish that tastes like it came straight from Betty Crocker's own kitchen. The key is patience—letting the cheese melt slowly and the breadcrumbs crisp up just right.
Trust the process, and you'll have a cheesy masterpiece that brings back memories while creating new ones.
Ingredients for betty crocker old fashioned macaroni and cheese
Ten classic ingredients transform into nostalgic, pull-apart cheesy perfection with golden crunch.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 8 oz | Uncooked, dry pasta |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, aged variety |
| American Cheese 🧀 | 1 cup | Shredded, mild flavor |
| Unsalted Butter 🧈 | ½ cup | Cold, cubed for sauce |
| All-Purpose Flour 🌾 | ¼ cup | For thickening sauce |
| Milk 🥛 | 1 cup | Whole for creaminess |
| Salt 🧂 | ½ tsp | Diamond Crystal preferred |
| Black Pepper 🌶️ | ¼ tsp | Freshly ground |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Extra-Virgin Olive Oil 🫒 | 1 tbsp | For topping drizzle |
The cheeses are non-negotiable—sharp cheddar for that tangy punch and American cheese for that signature melt. Grab Kraft Singles for the American (the original recipe's secret) and Cabot or Sharp Cheddar from the deli counter for the cheddar. Pre-shredded works, but freshly grated gives better texture. The butter should be cold when you cube it—this keeps the sauce from breaking. For the pasta, De Cecco or Barilla elbow macaroni holds up best during baking. If you're feeling fancy, grab truffle salt for the breadcrumbs topping—trust me, it's worth it.
No sharp cheddar? Pepper Jack works in a pinch, though it'll add a slight kick. Running low on American cheese? Mild cheddar plus a splash of milk mimics the creaminess. The flour is just a thickener here—gluten-free flour works if needed, but the sauce won't be quite as silky. For the breadcrumbs, regular breadcrumbs plus a pinch of garlic powder add flavor without panko. And if you're out of olive oil, melted butter on the topping gives that same golden sheen.
This dish tastes even better the next day—honestly, double the recipe and freeze half. The cheese sauce keeps for 3 days in the fridge, but the baked version reheats best straight from the oven. For leftovers, cover tightly with foil and reheat at 350°F for 10 minutes. The breadcrumbs stay crispy if you reheat uncovered for the last 2 minutes. Store uncooked pasta in an airtight container for up to 1 year—just make sure it's completely dry first.
Why You'll Love This Recipe
- No-Fuss Pantry Staples: I swear by this recipe because it uses stuff I already have—no fancy ingredients, just elbow macaroni, sharp cheddar, and that classic American cheese. Honestly, the pantry version tastes just as good as the "special occasion" stuff.
- Melty, Tangy Magic: That combo of sharp cheddar and American cheese? It’s like a flavor hug in your mouth. The roux made with butter and flour gives it that creamy, velvety texture, but the cheeses bring the real party—salty, tangy, and so satisfying.
- Weeknight or Potluck Hero: Between us, this is my go-to for busy nights and when I need to bring something to a gathering. Serve it warm with a side of buttered bread, or let it cool for a make-ahead casserole that still tastes fresh hours later.
- Budget-Friendly Leftovers: A big batch costs next to nothing, and the leftovers? Even better the second day. I’ll be real: my kids ask for it more often than anything else, and it’s the perfect way to stretch groceries without sacrificing flavor.
Step-by-step instructions for Betty Crocker's old-fashioned macaroni and cheese
Here's how to recreate that classic pull-apart crunch and creamy perfection.
Cook the Elbow Macaroni to Al Dente
Bring a large pot of salted water to a rolling boil—it should taste like seawater when you dip a spoon in. Add the 8 oz of elbow macaroni and cook according to package directions, but start checking for doneness at 8 minutes. You want the pasta to be al dente with a slight bite, not mushy. The pasta is done when it floats to the surface and a quick taste reveals it's tender but still has a bit of resistance.
Drain the pasta in a colander and give it a quick rinse under cold water to stop the cooking process. Shake the colander gently to remove excess water, but don't rinse too thoroughly—you want to keep some starch on the pasta to help thicken the cheese sauce later. Transfer the drained pasta to a large mixing bowl and set it aside.
Prepare the Creamy Cheese Sauce
In a medium saucepan, melt the cold 0.5 cup of unsalted butter over medium heat. Once the butter has completely melted and starts to foam, whisk in the 0.25 cup of all-purpose flour to create a roux. Cook the roux for 1-2 minutes, stirring constantly, until it turns a light golden color and smells nutty—this is the foundation of your sauce.
Slowly pour in the 1 cup of milk while whisking vigorously to prevent lumps from forming. Add the 0.5 tsp of salt and 0.25 tsp of black pepper, then stir in the 2 cups of shredded sharp cheddar cheese and 1 cup of shredded American cheese. Keep whisking over low heat until the cheese melts completely and the sauce thickens to a smooth, creamy consistency. This should take about 3-5 minutes—the sauce is ready when it coats the back of a spoon and leaves a clean trail when you run your finger through it.
Combine Pasta and Sauce for Maximum Creaminess
Pour the creamy cheese sauce over the cooked elbow macaroni in the mixing bowl. Use a wooden spoon or spatula to gently fold everything together until the pasta is fully coated and the sauce is evenly distributed. The mixture should look glossy and inviting, with the cheese melted smoothly throughout. If the sauce seems too thick, you can add a splash of warm milk to loosen it to your preferred consistency.
Taste the mixture and adjust the seasoning if needed—add a pinch more salt or pepper if you prefer a stronger flavor. The cheese should be rich and tangy, with the sharp cheddar providing a bold flavor that's balanced by the milder American cheese. Transfer the macaroni and cheese to a greased 9x13-inch baking dish and spread it out evenly.
Create the Iconic Crunchy Topping
In a small bowl, mix together the 0.5 cup of panko breadcrumbs and 1 tbsp of extra-virgin olive oil until the breadcrumbs are evenly coated. The oil will help create a crispy, golden-brown topping that's the signature of this old-fashioned recipe. Sprinkle the breadcrumb mixture evenly over the top of the macaroni and cheese in the baking dish, pressing down gently with your fingers to help it adhere.
Place the baking dish on a baking sheet to catch any potential drips, then bake in a preheated 375°F oven for 15-20 minutes. The topping should turn a beautiful golden brown and become crispy, while the cheese underneath melts and bubbles slightly. The pull-apart magic happens when the topping is crispy on top but still soft enough to create those delicious, gooey cheese strings when you cut into it.
Rest and Serve the Perfect Pull-Apart
Remove the baking dish from the oven and let it rest for 5-10 minutes before serving. This resting time allows the cheese to set slightly, making it easier to create those signature pull-apart strands. The dish should be bubbly and golden, with a crispy, crunchy topping that contrasts perfectly with the creamy cheese underneath.
Cut into squares and serve immediately while the cheese is still warm and gooey. The first bite should deliver that perfect combination of crispy breadcrumb topping, rich creamy cheese, and tender elbow macaroni. This is comfort food at its finest—just like Betty Crocker used to make it.
Pro Tips For Making Betty Crocker Old Fashioned Macaroni And Cheese
- Cook Pasta Al Dente: The recipe calls for "tender but firm" pasta—don’t overcook it into mush. Pull the elbows out 30 seconds before the package says "done," then finish cooking in the cheese sauce. I learned this the hard way after serving a bowl that fell apart like wet cardboard.
- Grate Cheese Fresh: Pre-shredded cheddar has anti-caking agents that make the sauce grainy. Use a box grater for sharp cheddar and American cheese, then pat the shreds dry with a paper towel to remove excess moisture—this keeps the sauce smooth and rich.
- Melt Butter Slowly: The roux (butter + flour) burns faster than you’d think. Cook it over medium-low heat, stirring constantly, until it’s a pale golden color—not brown. After burning three batches, I finally figured out that patience here means a creamy sauce, not a floury mess.
- Stir Like You Mean It: Once you add the milk and cheese, don’t just let it simmer—stir vigorously for 2–3 minutes. This breaks up any lumps and ensures the American cheese melts into a glossy, stretchy layer. Sounds weird, but it works: the sauce goes from ordinary to comfort food in seconds.
Regional styles of betty crocker old fashioned macaroni and cheese
Southern Comfort Classic
This is the version you grew up with—creamy, cheesy, and topped with buttery panko for that signature crunch. The original Betty Crocker recipe leans into a sharp cheddar and American cheese blend that delivers that nostalgic melt.
In the South, it’s often served as a weeknight family dinner or holiday side dish, especially during football season. I remember my grandma doubling this recipe for Thanksgiving—it disappeared faster than the mashed potatoes! 🍽️
Midwest Crispy Twist
The Midwest puts its own spin on this classic by adding a bacon crumble topping before the breadcrumbs. Cook 4 oz of crispy bacon until fully cooked, then chop it into small pieces and mix it into the breadcrumb topping.
This adds a smoky, salty contrast that’s become a regional favorite. I’ve also seen versions with crushed cornflakes instead of panko for an extra-crunchy texture. Perfect for a hearty winter meal!
New England Cheesy Bake
Up north, they take their mac and cheese extra cheesy—sometimes even adding gruyère or Parmesan to the mix for depth. The New England style often includes a brown butter sauce instead of regular butter, giving the dish a nutty richness.
I’ve tried this version, and it’s next-level! For an authentic touch, some cooks finish it with a sprinkle of smoked paprika before baking. It’s the kind of dish that feels like a hug in bowl form. 🧀
Texas-Style Spicy Kick
If you love heat, the Lone Star State cranks up this classic with jalapeños, cayenne, or even chipotle powder in the cheese sauce. I like adding ½ tsp of cayenne pepper to the sauce for a slow-building warmth.
Some Texans also mix in diced green chiles or top with crushed tortilla chips for a Tex-Mex fusion. Serve it with a side of cool ranch dressing to balance the spice. Trust me, your taste buds will thank you! 🌶️
Kid-Friendly Fun Variations
For picky eaters, try adding steamed broccoli florets or diced ham to the pasta before baking. The broccoli adds a bright green pop of color that kids love, while the ham makes it feel like a mini casserole.
Another trick? Let kids sprinkle their own toppings—think cheese powder, crushed potato chips, or even rainbow sprinkles for a playful touch. It’s a great way to get them excited about dinner! 🎨
Gourmet Upgrade
Want to impress? Swap the panko for toasted breadcrumbs mixed with truffle oil and Parmesan, then finish with a drizzle of aged balsamic glaze. For extra richness, fold in whipped cream cheese into the sauce.
This version tastes like it belongs on a fancy restaurant menu but still keeps that classic comfort-food vibe. Perfect for when you’re hosting dinner guests! ✨
Nutrition facts
Frequently asked questions
Why does the original Betty Crocker recipe use both sharp cheddar and American cheese?
The sharp cheddar adds that signature tangy depth, while the American cheese (especially Kraft Singles) creates that ultra-meltable, creamy texture that makes it pull apart perfectly. This classic combo was designed to deliver both bold flavor and that nostalgic, gooey consistency we all love.
Can I make this mac and cheese ahead of time?
Assemble the dish (without baking) up to 24 hours ahead and refrigerate. When ready to bake, cover with foil and bake at 375°F for 20-25 minutes (the extra time helps crisp the topping). For best texture, add a splash of milk before reheating if the sauce seems dry. Leftovers keep for 3-4 days in the fridge.
What if my breadcrumb topping isn't crispy?
Try these fixes:
- Preheat your oven to 400°F instead of 375°F for the last 5 minutes of baking, or
- Mix 1 tablespoon melted butter into the breadcrumbs before topping. For extra crunch, broil for 1-2 minutes at the very end (watch closely!).
Is there a way to make this gluten-free?
Yes! Swap the elbow macaroni for gluten-free pasta (like Barilla GF or Jovial), use gluten-free flour for the roux, and check your panko for gluten-free certification. The sauce will still be creamy, though the texture might be slightly lighter. For the topping, crushed gluten-free cornflakes work beautifully too.
How do I make this extra cheesy without adding more pasta?
Stir in ½ cup of shredded extra-sharp cheddar or ¼ cup of cream cheese to the sauce before combining with pasta. For a restaurant-style boost, add 2 tablespoons of grated Parmesan to the breadcrumb topping. The key is to fold everything gently so the cheese melts evenly throughout.