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Betty Crocker's Old Fashioned Macaroni and Cheese recipe delivers that nostalgic, creamy comfort in every bite—just like the version you grew up with. The secret lies in a velvety stovetop sauce thickened perfectly with a roux, creating that signature smooth texture without breaking.
I’ve recreated this classic with crispy breadcrumb topping that adds texture contrast, ensuring every spoonful is both indulgent and satisfying.
What sets this recipe apart is the balance of simplicity and precision. You’ll need just 5 core ingredients—elbow macaroni, sharp cheddar, milk, butter, and a touch of mustard powder—for the sauce, plus a few pantry staples for the topping.
The method is straightforward: boil the pasta, make the roux, and let the cheese melt into a luscious sauce that clings to every noodle. No fancy techniques required, just careful timing to avoid lumps.
The result is mac and cheese with a velvety, restaurant-quality sauce that’s rich but not heavy, topped with golden, crispy breadcrumbs that add crunch. The aroma alone will bring back childhood memories, but the taste is what truly delivers—creamy, cheesy, and perfectly balanced.
This is the kind of dish that transforms a simple weeknight into a cozy meal.
Serve it as a main course with a side salad or steamed vegetables, or double the recipe for game day. The leftovers reheat beautifully, making it ideal for meal prep. Here’s how to recreate this nostalgic classic in your own kitchen.
Ingredients for betty crocker old fashioned macaroni and cheese
Five core ingredients plus pantry staples—this nostalgic classic delivers velvety perfection every time.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 8 oz | Standard #2 size, uncooked |
| Sharp White Cheddar Cheese 🧀 | 2 cups | Shredded, aged 12+ months |
| Unsalted Butter 🧈 | ½ cup | Cold, cubed for roux |
| Whole Milk 🥛 | 2 cups | Room temperature preferred |
| Mustard Powder 🌶️ | ½ tsp | Yellow or Dijon preferred |
| Diamond Crystal Kosher Salt 🧂 | ½ tsp | Fine grain preferred |
| All-Purpose Flour 🌾 | 2 tbsp | For breadcrumb topping |
| Panko Breadcrumbs 🍞 | ½ cup | Japanese-style for crispiness |
| Extra-Virgin Olive Oil 🫒 | 1 tbsp | For topping crispiness |
| Freshly Ground Black Pepper 🌶️ | ¼ tsp | Cracked peppercorns preferred |
| Garlic Powder 🧄 | ¼ tsp | Freshly toasted preferred |
| Fresh Parsley 🌿 | ¼ cup | Chopped, for garnish |
The sharp white cheddar is non-negotiable—aged 12+ months delivers that signature tang. Kraft or Cabot are reliable brands, but specialty cheesemongers often carry better-aged varieties. For the roux, European-style unsalted butter (like Plugrá) adds depth, though regular butter works fine. The elbow macaroni should be #2 size—it's the classic shape for this dish. Most grocery stores carry it, but check the pasta aisle near the boxed mac and cheese. If you can't find it, use cavatappi or rotini as a substitute, though the texture won't be identical.
No sharp cheddar? Gruyère or aged Gouda work beautifully, though the flavor profile shifts slightly. The mustard powder can be swapped for Dijon mustard at half the amount if you prefer a tangier note. For the breadcrumb topping, Panko plus extra flour gives that signature crispiness—don't skip the olive oil toss. The garlic powder is optional but recommended; if you prefer fresh, use 1/4 tsp finely minced instead. For a quicker version, you can use pre-made breadcrumbs, but they lack the airy texture of Panko. The parsley is purely decorative but adds freshness—skip it if you're in a rush.
This reheats beautifully—30 seconds in the microwave with a splash of milk restores that creamy texture. Store leftovers in an airtight container for up to 5 days, though the breadcrumb topping loses crispiness after day 2. For meal prep, assemble the dish without the topping, refrigerate the sauce separately, and add the topping fresh when serving. The roux-based sauce actually improves overnight as flavors meld—make extra for lunches. Freeze portions for up to 3 months; thaw in the fridge overnight for best results.
Why You'll Love This Recipe
- Five-Ingredient Magic: That’s all it takes—no fancy prep, no hidden steps. Toss the elbow mac in boiling water, melt butter and milk in a pot, sprinkle in that sharp cheddar until it’s silky smooth, and finish with a pinch of mustard powder. Boom. Done.
- Cheesy Crunch Perfection: The moment the creamy sauce clings to the noodles? Pure satisfaction. That sharp white cheddar melts into a velvety blanket while the edges stay just slightly crisp—no sad, mushy bites here.
- Lunchbox Hero: Between us, this is my go-to for school lunches or office meals. Pack it cold, and the sauce stays rich while the noodles hold their shape. Kids (and adults) will actually eat it without complaining.
- Budget Buster: A pound of cheddar, a stick of butter, and a box of pasta stretch this into three meals for my family. Honestly, I’ve made it for $2.50 per serving—better than takeout, and I control the quality.
Step-by-step instructions for Betty Crocker's old fashioned macaroni and cheese
Master this classic stovetop method for creamy, velvety mac and cheese with a golden, crispy breadcrumb topping.
Cook the Elbow Macaroni to Al Dente Perfection
Bring a large pot of water to a rolling boil and add the 8 oz elbow macaroni. Cook until the pasta is 1 minute before the package instructions specify for al dente texture—this ensures it finishes cooking in the cheese sauce. Drain the pasta in a colander, reserving ½ cup of the starchy pasta water. This water is essential for creating a smooth, velvety sauce later.
Real talk: don't rinse the pasta after draining. The surface starch helps the cheese sauce cling beautifully to each noodle. The pasta should be tender but still have a slight bite—this prevents a mushy final texture. Return the drained pasta to the pot and set aside, covered with a clean kitchen towel to keep it warm.
Prepare the Classic Roux and Cheese Sauce
In a separate large saucepan, melt the 0.5 cup unsalted butter over medium heat. Once the butter has completely melted and begins to foam, whisk in the 2 tbsp all-purpose flour to form a smooth roux. Cook for 1-2 minutes, stirring constantly, until the mixture turns a light golden color and smells nutty.
Gradually whisk in the 2 cups whole milk, a little at a time, ensuring no lumps form. Add the 0.5 tsp mustard powder and 0.5 tsp diamond crystal kosher salt, stirring to combine. Bring the mixture to a gentle simmer over medium-low heat, then reduce heat to low and let it thicken for 5-7 minutes, stirring occasionally. You're looking for a sauce that coats the back of a spoon but still flows smoothly.
Incorporate the Cheese for Maximum Creaminess
Remove the sauce from heat and begin adding the 2 cups sharp white cheddar cheese in small increments. Stir vigorously after each addition to prevent clumping. The cheese should melt completely, creating a glossy, velvety sauce. If the sauce becomes too thick, whisk in 1-2 tablespoons of the reserved pasta water until it reaches a smooth, pourable consistency.
Here's the thing—don't walk away during this step. Cheese can burn quickly, and you want a smooth, lump-free sauce. The sauce should be thick enough to coat the back of a spoon but still flow easily when stirred. Taste and adjust seasoning with additional salt or pepper if needed. Return the sauce to low heat and stir in the cooked elbow macaroni until completely coated.
Create the Signature Crispy Breadcrumb Topping
In a small bowl, combine the 0.5 cup panko breadcrumbs, 1 tbsp extra-virgin olive oil, 0.25 tsp freshly ground black pepper, and 0.25 tsp garlic powder. Mix thoroughly until the breadcrumbs are evenly coated. Spread the breadcrumb mixture evenly over the top of the macaroni and cheese in the saucepan.
Transfer the saucepan to the broiler, being careful not to disturb the breadcrumb layer. Broil for 2-3 minutes until the breadcrumbs are deep golden brown and crispy. Watch closely—they burn quickly. Remove from the broiler and let it rest for 1 minute before serving to allow the breadcrumbs to set.
Garnish and Serve Immediately
Sprinkle the 0.25 cup chopped fresh parsley evenly over the top of the macaroni and cheese. The parsley adds a bright contrast to the rich, cheesy sauce and a pop of color that makes the dish visually appealing. Serve immediately while the breadcrumbs are still crispy and the cheese is at its peak meltiness.
This classic mac and cheese delivers on every promise: a velvety, creamy sauce with a perfectly crispy breadcrumb topping. Each bite combines the comforting texture of al dente pasta with the rich, sharp flavor of aged cheddar. Don't skip the broiling step—it's what transforms this from good to unforgettable.
Pro Tips For Making Betty Crocker Old Fashioned Macaroni And Cheese
- Boil Pasta Until Firm: DESCRIPTION: The recipe says "al dente," but I learned the hard way—overcooked elbow macaroni turns mushy in the cheese sauce. Test with a bite at 1 minute before the package’s suggested cook time, then drain immediately. You want it to hold shape but still have a slight bite.
- Grate Cheese Fresh: DESCRIPTION: Pre-shredded cheddar has anti-caking agents that make the sauce grainy. Skip the bagged stuff and grate sharp white cheddar yourself—use a box grater for even texture. If you’re lazy (I know, I know), at least pulse it in a food processor for 3-4 seconds to break up clumps.
- Melt Butter Slow: DESCRIPTION: The recipe calls for butter and milk, but I used to rush it over high heat. That’s how you get a greasy sauce. Melt the butter on medium-low, stirring constantly, until it’s just foamy—not browned. Then whisk in the milk gradually to avoid lumps.
- Skip the Mustard If You Hate Heat: DESCRIPTION: Mustard powder adds tang, but if you’re not a fan, leave it out—it’s not non-negotiable. If you’re keeping it, use just ½ teaspoon (the recipe says 1, but it can overpower). For extra depth without bite, add a pinch of garlic powder instead.
Health benefits of this recipe
Creamy Comfort
The rich, velvety sauce in this mac and cheese delivers 15-20 grams of protein per serving—thanks to the 2 cups of sharp cheddar cheese and elbow macaroni. This makes it a satisfying, filling dish that keeps you full for hours.
The roux-based sauce also provides a smooth texture that's easier on digestion than heavier cream-based versions. 💛
Calcium Powerhouse
One serving packs 30% of your daily calcium needs from the aged cheddar, supporting strong bones and teeth. The whole milk in the sauce adds extra calcium while keeping the dish creamy.
For even more calcium, consider adding a sprinkle of nutritional yeast to the breadcrumb topping—it adds a cheesy flavor without extra fat.
Energy Boost
The whole milk and butter in this recipe provide healthy fats that fuel your brain and body, while the elbow macaroni delivers complex carbohydrates for sustained energy.
The mustard powder adds a subtle kick that enhances digestion. This dish is perfect for post-workout meals or when you need a quick energy lift.
Customizable Nutrition
Want to lighten it up? Swap half the whole milk for unsweetened almond milk to reduce saturated fat while keeping the creamy texture. For extra protein, stir in ½ cup cooked chicken breast or crumbled bacon before serving.
The breadcrumb topping can also be made with whole wheat panko for added fiber.
Kid-Friendly Appeal
This mac and cheese is naturally kid-approved—the familiar flavors and textures make it a go-to for picky eaters. The crispy breadcrumb topping adds fun texture, while the mild cheddar is universally loved.
It’s also a great way to sneak in hidden veggies like pureed butternut squash or cauliflower into the sauce if needed.
Meal Prep Friendly
Leftovers reheat beautifully, making this dish perfect for meal prep. Store in an airtight container for up to 5 days, and reheat with a splash of milk to restore creaminess.
The roux-based sauce actually tastes better the next day as flavors meld. Freeze portions for up to 3 months—just thaw in the fridge overnight for best results. 💡
Nutrition facts
Frequently asked questions
Why does this recipe use elbow macaroni instead of other shapes?
Elbow macaroni (#2 size) is the classic choice for this dish because its shape holds the creamy sauce perfectly. The little "elbows" create more surface area for the cheese to cling to, preventing a soupy texture. Other shapes like penne or rotini work too, but elbow macaroni delivers that authentic nostalgic texture Betty Crocker's original recipe was known for.
Can I make this recipe without a broiler?
If you don't have a broiler, toast the breadcrumb topping in a 400°F oven for 3-4 minutes instead. Spread the breadcrumbs on a baking sheet and watch closely—they'll crisp up just as nicely. For extra crispiness, you can also use a skillet over medium heat for 1-2 minutes per side, stirring constantly.
What if my cheese sauce gets too thick or too thin?
If your sauce is too thick, whisk in 1-2 tablespoons of the reserved pasta water until smooth. For a thinner sauce, stir in 1-2 tablespoons of warm milk. The key is gradual additions—add just enough to reach that perfect pourable consistency that coats the back of a spoon. Remember, the sauce will thicken slightly as it cools, so aim for a slightly thinner consistency when hot.
How can I make this recipe vegetarian or vegan?
For a vegetarian version, use 2 cups of sharp vegan cheddar (like Violife or Daiya) and substitute the butter with vegan butter or olive oil. For a vegan version, replace the cheese with 1.5 cups of nutritional yeast plus 1 cup of vegan mozzarella shreds, and use coconut milk instead of whole milk. The mustard powder remains the same—it adds that signature tang without animal products.
Can I make this ahead of time for a potluck?
Yes! Assemble the dish without the breadcrumb topping and refrigerate in an airtight container for up to 5 days. Reheat gently on the stovetop with a splash of milk, then add fresh breadcrumbs and broil for 2-3 minutes before serving. For make-ahead convenience, you can also prepare the cheese sauce separately and store it in the fridge for 3 days, then combine with cooked pasta when ready to serve.