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Betty Crocker's old-fashioned macaroni and cheese recipe brings back the comforting, crispy-topped classic we all know and love. This nostalgic dish delivers creamy, cheesy perfection with a golden, buttery crust that's impossible to resist.
I've perfected the technique to ensure every bite has that signature texture and rich flavor that makes it a family favorite.
The secret lies in the perfect balance of ingredients and baking time. You'll start with elbow macaroni cooked just right, then mix in a velvety cheese sauce that's thickened just enough to coat every noodle.
The crispy top comes from a simple butter and flour topping that browns beautifully in the oven, creating that satisfying contrast between the tender pasta and crunchy crust.
What you'll end up with is a steaming bowl of macaroni and cheese that's creamy on the inside and crispy on top—just like the version you remember from childhood.
The aroma alone will have everyone gathering around the table, and the first bite delivers that perfect combination of cheesy goodness and satisfying crunch. This recipe is a true comfort food classic that never goes out of style.
Whether you're serving it as a main dish or a side, this macaroni and cheese is sure to become a staple in your meal rotation. The best part?
It's easier than you think to make, and the results are always impressive. Let's get started on recreating this timeless dish in your own kitchen.
Ingredients for betty crocker old fashioned macaroni and cheese
Just 12 ingredients for that nostalgic, crispy-topped mac and cheese magic you remember.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 2 cups | Uncooked, dry pasta |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, aged 6 months minimum |
| Milk 🥛 | 2 cups | Whole milk preferred |
| Unsalted Butter 🧈 | ½ cup | Cold, cubed for topping |
| All-Purpose Flour 🌾 | ¼ cup | For crispy topping |
| Salt 🧂 | 1 ½ tsp | Kosher salt for seasoning |
| Ground Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Garlic Powder 🧄 | ½ tsp | For subtle flavor boost |
| Mustard Powder 🌶️ | ¼ tsp | For depth of flavor |
| Onion Powder 🧅 | ¼ tsp | For aromatic base |
| Paprika 🌶️ | ¼ tsp | Smoked for color |
| Water 💧 | ½ cup | For pasta cooking |
The sharp cheddar is non-negotiable—Kraft 2-Year Aged or Cabot from the dairy aisle. Look for blocks, not pre-shredded (it gets clumpy). Whole milk makes the sauce richer, but 2% works in a pinch. For the pasta, elbow macaroni is classic, but De Cecco or Barilla brands cook up perfectly—no mushy noodles here. The butter matters too: Land O'Lakes or Plugrá for that golden topping. Grab a small bag of all-purpose flour—you only need a quarter cup, but it's worth having on hand for other recipes too.
No sharp cheddar? Pepper Jack or Colby Jack adds a little kick, but stick with real cheddar for that authentic taste. Short on milk? Evaporated milk works in a bind—just add a splash of water to thin it out. The spices are where you can get creative: swap garlic powder for 1/2 tsp fresh minced garlic if you're feeling fancy. The mustard powder is key—it cuts through the richness and adds that classic tang. For the pasta water, save the starchy water from cooking—it helps thicken the sauce. And if you're out of smoked paprika? Regular paprika plus a pinch of cayenne mimics the color.
This reheats like a dream—microwave 1-2 minutes or 350°F for 15 minutes to revive that crispy top. Store leftovers in the fridge for 4-5 days or freeze for up to 3 months. Pro tip: Butter up the top again before reheating—just a pat of cold butter on the crust, then broil for 2 minutes. The aroma alone will have everyone rushing to the table. Makes 4 generous servings—perfect for a family dinner or potluck side.
Why You'll Love This Recipe
- Pantry Magic: I swear by this recipe because it uses stuff I always have: sharp cheddar, butter, and flour. No fancy ingredients—just real, reliable flavor that never lets me down.
- Creamy Crunch Perfection: That buttery roux and sharp cheddar melt into a velvety sauce, but the al dente elbow macaroni keeps it from being too soft. Honestly, the contrast is what makes it ridiculously good.
- Weeknight & Potluck Hero: I make this when I’m tired (hello, 30-minute dinners) and when I need to bring something to a gathering. It’s the kind of dish that disappears fast—no one can resist that gooey, cheesy goodness.
- Leftovers That Still Win: Between us, the next-day version is even better. The flavors meld, and it reheats like a dream. Plus, it stretches my grocery budget—sharp cheddar and pasta go a long way when you’re feeding a crowd.
Step-by-step instructions for betty Crocker old fashioned macaroni and cheese
This classic recipe delivers that nostalgic, crispy-topped comfort in one perfect bowl—just like Grandma used to make!
🍳 Step 1: Cook the Elbow Macaroni to Perfection
Bring a large pot of water to a rolling boil and add 1.5 teaspoons salt (it should taste like the ocean). Add the 2 cups elbow macaroni and cook for 8-10 minutes until al dente—you want it tender but still with a slight bite. Drain the pasta in a colander, but don't rinse it. The starch clinging to the noodles is what helps create that creamy sauce later.
While the pasta cooks, I like to taste-test it at the 7-minute mark—this helps me gauge when it's perfectly done. Real talk: Overcooking pasta for mac and cheese turns it mushy, and nobody wants that. Drain it right away and set it aside in the pot.
🥘 Step 2: Make the Creamy Cheese Sauce
In the same pot (no need to wash it—those starchy bits are flavor gold), add the 2 cups milk and 2 cups sharp cheddar cheese. Stir over medium heat until the cheese melts completely and the mixture becomes smooth. This usually takes about 5 minutes—watch closely so it doesn't scorch. You'll know it's ready when the sauce coats the back of a spoon and looks velvety.
Here's the thing—if the cheese clumps, don't panic. Just keep stirring gently and add 1-2 tablespoons of the pasta water to help it smooth out. The sauce should be thick but still silky, not grainy. This is where that aged cheddar really shines—it melts beautifully without turning waxy.
🍳 Step 3: Build the Crispy Topping
In a small bowl, mix together the 0.25 cup all-purpose flour, 0.5 cup unsalted butter (cold and cubed), 0.5 teaspoon garlic powder, 0.25 teaspoon mustard powder, 0.25 teaspoon onion powder, 0.25 teaspoon paprika, 0.5 teaspoon ground black pepper, and the remaining 1.5 teaspoons salt. Rub the butter into the flour mixture with your fingertips until it resembles coarse crumbs—this is your crispy topping.
This step is what makes this mac and cheese truly special. The butter and flour create that iconic golden crust while the spices add depth. I press the mixture into the sauce gently—don't pack it down too hard, or it won't get crispy. Spread it evenly over the top so every bite gets that crunch.
🔥 Step 4: Bake to Golden Crispy Perfection
Transfer the pot to a 375°F preheated oven and bake for 15-20 minutes until the top is deep golden brown and the edges are bubbling. You'll see it develop that beautiful crispy crust while the cheese underneath stays creamy. Real talk: Don't peek too early—the oven's dry heat is what creates that perfect texture.
When you pull it out, let it rest for 5 minutes before serving. This resting time lets the crispy top set properly and prevents it from falling apart. The cheese will be perfectly melted, the pasta al dente, and that topping will be irresistibly crunchy—just like the mac and cheese of your childhood memories.
Pro Tips For Making Betty Crocker Old Fashioned Macaroni And Cheese
- Boil Water Hard: The recipe says "boil," but I mean rolling, aggressive boil—like you’re mad at the pot. Undercooked elbows turn mushy later, and nobody wants that. Test doneness at 1 minute under the stated cook time, then drain immediately. (Yes, even if the recipe says "al dente." You’ll see why.)
- Grate Cheese Fresh: Pre-shredded cheese has anti-caking agents that make the sauce grainy. Skip the bag and grate sharp cheddar yourself—use the large holes on your box grater. If you’re lazy (I know, I know), at least shake out the bag first to remove excess powder. Your sauce will thank you.
- Melt Butter Slow: The recipe might say "melt butter," but don’t rush it. Heat the butter over medium-low until it’s foamy but not browned—about 3 minutes. Browned butter adds bitterness, and this isn’t a fancy dish. You want rich, not burnt.
- Stir Like You Mean It: After adding the milk to the roux, stop stirring for 30 seconds. Let it bubble and thicken on its own before you jump in with the whisk. This builds a proper sauce instead of a gloppy mess. (I used to ignore this and wondered why my cheese always tasted off.)
Creative variations of these flavors
Classic Add-Ins
For a true nostalgic experience, fold in ½ cup cooked bacon bits or ½ cup diced ham into the cheese sauce before baking. I like Oscar Mayer smoked bacon for that smoky depth—just cook it crispy first.
Another classic is ½ cup finely chopped green onions, sprinkled on top after baking for freshness. These additions bring that familiar comfort food feel we all remember. 🧀
Spicy Kick
Crank up the heat with 1 tsp hot sauce (like Crystal or Tabasco) mixed into the cheese sauce, or top with ¼ cup diced jalapeños—I recommend fresh jalapeños for that bright, spicy crunch.
For a smoky twist, add ½ tsp smoked paprika to the topping mix. This version is perfect for those who love a little kick with their creamy comfort food. 🌶️
Vegetable Twist
Sneak in veggies by stirring in 1 cup steamed broccoli florets (cut small) or ½ cup diced bell peppers into the cheese sauce. I often use frozen broccoli for convenience—just thaw and chop it before adding.
For a heartier dish, add ½ cup corn kernels (fresh, frozen, or canned). These additions keep the dish kid-friendly while adding color and nutrients. 🥦
Protein-Packed
Turn this into a full meal by mixing in 1 cup cooked ground beef (seasoned with salt and pepper) or ½ cup shredded rotisserie chicken. I like 80/20 ground chuck for that rich, savory flavor.
For a lighter option, use chickpeas—they hold their shape and add protein without overpowering the cheese. This version satisfies even the heartiest appetites. 🍗
Baked Potato Topping
Swap the butter-flour topping for a loaded baked potato twist. Mix ½ cup sour cream, ¼ cup shredded cheddar, and 2 tbsp chopped chives into the cheese sauce, then top with crushed potato chips (like Ruffles) before baking.
The sour cream adds tang, while the chips create a crispy, salty crust—like a baked potato and mac and cheese had a baby! 🥔
Breakfast Mac & Cheese
Make this a brunch star by folding in 2 scrambled eggs into the cheese sauce and topping with crumbled sausage (like Jimmy Dean) and chopped chives.
For extra richness, stir in ¼ cup cream cheese with the cheddar. This version is a game-changer for lazy weekend mornings—trust me, your family will thank you. 🍳
Nutrition facts
Frequently asked questions
Why does my mac and cheese get watery after baking?
This usually happens when the cheese sauce isn't thick enough before baking. The fix? Stir in 1-2 tablespoons of pasta water while melting the cheese to help thicken the sauce naturally. If it's still too thin, cook it uncovered on medium-low heat for 2-3 extra minutes to evaporate excess liquid.
Can I make this mac and cheese ahead of time?
Assemble the dish up to 24 hours ahead and refrigerate uncovered. When ready to bake, cover tightly with foil and bake at 375°F for 25-30 minutes (the extra time revives the crispy top). For leftovers, reheat covered for 10 minutes, then broil 2 minutes with a pat of butter on top.
What's the best cheese substitute if I don't have sharp cheddar?
For authentic flavor, use a mix of ½ cup sharp cheddar and 1½ cups mild cheddar. If you're out of cheddar entirely, Monterey Jack or Colby Jack work well, though they're slightly milder. For extra richness, add ¼ cup cream cheese to the sauce.
How do I get an extra crispy top without burning it?
The secret is in the butter-flour topping: use cold cubed butter mixed into the flour, and spread it evenly. Bake on the middle rack for even heat distribution. If it browns too fast, tent loosely with foil for the last 5 minutes. For extra crunch, broil 1-2 minutes at the end.
Can I make this in a slow cooker or Instant Pot?
Yes! For slow cooker: combine all ingredients (except topping) on low for 2 hours, then stir in topping and cook 15 more minutes. For Instant Pot: sauté pasta, then add cheese/milk and cook on high pressure for 5 minutes. Finish with topping and broil. Both methods need the crispy topping added last.