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A spoon removing macaroni and cheese from an oval white baking dish.

Baked Macaroni and Cheese

This delicious creamy Baked Mac and Cheese is a family favorite side dish.
Prep Time 10 minutes
Cook Time 35 minutes
Total Time 45 minutes
Servings 8 servings


  • 1 16 ounce package elbow macaroni
  • cup unsalted butter
  • cup all-purpose flour
  • 3 cups whole milk
  • ¼ teaspoon garlic powder
  • ¼ teaspoon onion powder
  • 1 teaspoon salt
  • 1 teaspoon black pepper
  • 6 ounces sharp cheddar cheese shredded (1 ½ cups)
  • 6 ounces Gruyere cheese shredded (1 ½ cups)
  • cup panko bread crumbs


  • Preheat your oven to 375 degrees F.  Cook macaroni al dente (firm to the bite - about 1 minute before package instructed cook time) and drain.
  • While macaroni is cooking, melt butter in a 6 quart dutch oven or large pot over medium heat.  Slowly add flour, about a tablespoon at a time, while whisking until smooth.
  • Slowly add milk, whisking frequently until mixture just starts to boil and is thickened (about 5 minutes).
  • Add garlic powder, onion powder, salt and pepper.  Stir to combine.
  • Slowly add cheeses, one handful at a time, stirring until cheese is melted and mixture is combined.  Remove from heat and add cooked and drained macaroni to cheese mixture.  Stir well to coat macaroni evenly.  Season with additional salt and pepper, if desired.
  • Spoon macaroni into an ungreased 2 quart baking dish.  Sprinkle evenly with bread crumbs.
  • Bake (uncovered) for approximately 25 minutes, or until golden brown and bubbly around edges.


  • Regular bread crumbs can be substituted for panko bread crumbs.
  • Store in an airtight container in the fridge for 3 to 5 days.