Homestyle Mac and Cheese

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Homestyle Mac and Cheese is the creamiest, cheesiest, and most delicious macaroni and cheese recipe you can find. It's made with three cheeses and topped with crunchy Panko bread crumbs to create the best southern mac and cheese ever!

wooden spoon lifting a serving of homestyle mac and cheese out of a casserole dish.
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Why You'll Love This Recipe

  • a southern macaroni and cheese recipe that's ready in 30 minutes
  • make in a slow cooker, baking dish or dutch oven
  • serve as a baked macaroni dish or straight from the skillet
  • eat as a main dish or cheesy mac side
  • a baked mac and cheese recipe made with no egg!

Homemade macaroni and cheese is the number one comfort food out there. It's got everything you need to slip into pasta heaven within seconds!

Ooey, gooey sharp cheddar cheese mixed with gouda and pasta is like hanging out with peas and carrots. They're simply made for each other!

Homestyle Mac and Cheese has everything you love...and you'll know it when you taste that first bite. Creamy cheese, savory spices, and a buttery, crunchy topping is something you need in your life!

a fork twirling macaroni in a blue bowl.

Ingredient List

Here's a handy shopping list for you to take to the store. (Quantities are listed in the recipe card below.)

  • elbow macaroni
  • cream cheese
  • sharp cheddar cheese
  • shredded gouda cheese
  • evaporated milk (ad)
  • half and half
  • garlic salt
  • dry mustard powder
  • salt and black pepper
  • butter
  • Panko crumbs
ingredients needed to make mac and cheese.

How to Make Mac and Cheese

In a medium saucepan, bring macaroni pasta to a rolling boil in salted water for about 5 minutes. If you're planning on baking it, 5 minutes is perfect. If you're serving it from a skillet, cook it at least 8 minutes until it's al dente.

While macaroni is cooking, shred the sharp cheese by hand.

In a large skillet, pot or dutch oven, melt cream cheese over medium heat with pasta while stirring constantly. Add shredded hard cheeses, then continue to stir while cheese melts.

steps needed to make Homestyle Mac and Cheese.

Add evaporated milk and cream, then stir well until it thickens and creates a golden cheese sauce. Gently stir until completely mixed together.

Macaroni and cheese can be served straight from the skillet at this point, or add it to a 13 x 9 inch baking dish and top with extra shredded cheese and Panko bread crumbs mixed with melted butter.

Heat oven to 350 degrees and bake for 15 minutes, or until cheese melts. It's so amazing...I can hardly look at the pictures without wanting to make another batch!

Do I Have to Make a Roux?

Some people are intimidated by making a roux, and if that's you, you're in luck with this recipe. This is a boil and mix in one pot dish!

In fact, if you can't wait another minute for your mac and cheese fix, you could serve it straight from the skillet and skip the baking step. I'm not saying how I know this, but take my word for it.

mac and cheese topped with bread crumbs.

Can This Dish Be Made In Advance?

Yes! One of the best things about Homestyle Mac and Cheese is it can be made ahead of time and refrigerated for up to 3 days before baking.

That's a plus if you're making this dish for Thanksgiving or another holiday, since you'll have one less thing to do on the big day.

When refrigerating, wait to put the bread crumbs on top until ready to bake. Add a little milk and stir. Then, add the bread crumb mixture.

Bake just before time to serve to ensure best results. The longer it sits, the more the macaroni absorbs the cheese which can cause it to lose its creaminess.

fork lifting up a bite of mac and cheese in a blue bowl.

Can Mac and Cheese Be Frozen?

You can definitely freeze this dish before it's baked. If you freeze after baking, it will dry out.

Freeze in an airtight container for up to 3 months. Thaw in the refrigerator overnight.

Save the bread crumbs and put on top just before baking. Cook macaroni and cheese in a 350 degree oven for at least one hour, or until bubbly in the middle.

Recipe FAQS

Is there a substitute for the topping?

If you don't like bread crumbs, try topping this dish with crushed corn flakes, buttery crackers or french fried onions. Crushed croutons or Pepperidge Farm stuffing crumbs also work well.

What is the best type of pasta for macaroni and cheese?

My preferred brand to use is Mueller's elbow pasta. (ad) Mueller Mac and Cheese is hard to beat because it cooks perfectly every time. You could also use other Mueller's pasta shapes like rotini, bowtie or corkscrews if desired.

Do I have to shred the cheese by hand?

You can purchase pre-shredded cheese, but keep in mind it doesn't usually melt as well as hand-shredded cheese. However, there are some brands that are better than others and will melt just fine. I prefer to shred the hard cheddar cheese by hand and purchase the gouda already shredded.

large spoonful of macaroni and cheese in a white dish


Over the years, classic macaroni and cheese has become a gourmet treat, especially at restaurants in the south. There's everything from lobster mac and cheese to fried macaroni appetizers. Feeling adventurous? Try these stir-in ideas...

  • crispy bacon
  • grilled chicken
  • lobster or crabmeat
  • veggies like cauliflower, spinach, peas, or kale
  • little hot dog weenies
  • chopped ham
  • fresh herbs such as rosemary and thyme
  • american cheese or another cheese if desired

More Pasta Dishes

If you're as crazy about pasta as I am, try a few of my other favorite dishes ...

Recipe Card

wooden spoon lifting a serving of mac and cheese out of a casserole dish.

Homestyle Mac and Cheese

Homestyle Mac and Cheese is the creamiest, cheesiest, and tastiest macaroni you'll ever eat!
5 from 3 votes
Print Pin Rate
Course: Sides
Cuisine: Southern
Prep Time: 10 minutes
Cook Time: 20 minutes
Total Time: 30 minutes
Calories: 458kcal

*See notes in blog post for detailed tips, photos and instructions.


  • 16 oz. elbow macaroni (I use Mueller's brand)
  • 2 Tbsp. butter
  • 8 oz. cream cheese
  • 8 oz. sharp cheddar (shredded by hand)
  • 8 oz. shredded gouda cheese
  • 12 oz. can evaporated milk
  • ½ cup half and half cream
  • ½ tsp. salt
  • ½ tsp. garlic salt
  • ½ tsp. ground mustard
  • ¼ tsp. pepper
  • 2 cups Panko bread crumbs
  • ½ stick butter (melted)


  • Preheat oven to 350 degrees.
  • Boil macaroni in salted water for 5 minutes, drain.
  • While pasta is boiling, shred cheddar cheese by hand.
  • In a large skillet, melt cream cheese and butter over medium heat and stir in drained pasta. Stir constantly until cheese melts.
  • Add shredded cheddar and gouda. Continue to stir while cheese melts.
  • Pour in evaporated milk and half and half. Stir well until cheese thickens.
  • Add salt, garlic salt, ground mustard and pepper. Mix until blended.
  • Spoon contents of skillet into a 13 x 9 inch baking dish. Top with extra shredded cheese.
  • Mix bread crumbs with melted butter and sprinkle over macaroni and cheese.
  • Bake at 350 degrees for 20 minutes until bubbly and golden brown.


  • Mac and Cheese can be frozen before baking. To heat, bake in a 350 degree oven for at least one hour for best results.
  • This recipe can be made ahead and kept in the refrigerator for up to 3 days. Stir in a little milk before baking at 350 degrees until bubbly. Add the bread crumbs just before baking. 
  • View the Google Web Story for Homestyle Mac and Cheese!


Calories: 458kcal | Carbohydrates: 40g | Protein: 19g | Fat: 24g | Saturated Fat: 15g | Sodium: 620mg | Potassium: 274mg | Fiber: 2g | Sugar: 6g | Vitamin C: 1mg | Calcium: 400mg | Iron: 1mg

Nutrition info is an auto generated estimate.

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  1. 5 stars
    I made this Mac & Cheese last week for my Grands during KK & Papa Camp. What a hit! They L🧡VED it and so did my husband 😋!
    Thank you,
    Kathie & Ron Whittemore 😘

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