
Creamy cheesy elbow macaroni hiding under a crispy crackly coating of panko.
Classic macaroni and cheese is one of those comforting dishes for a cool night. I like to serve this with either cubed ham baked right in with the pasta, or alongside crispy chicken tenders. Kids love it either way!
I’ve done recipes with the pasta cooked right in with the sauce in the oven; they are great, quick and easy. But for comfort food, creamy and delicious, it is classic all the way.
You can use skim or whole milk in this recipe, either works just fine. We used gluten free elbow pasta and it also works just great.
BREAD CRUMB TOPPING
- 3/4 cup panko crumbs
- 3 tbsp melted butter
- 1 tbsp Italian seasoning
Stir crumbs & seasoning into butter until well coated. Set aside.
MACARONI & CHEESE
- 1 tbsp (plus 1 tsp table salt)
- 1 pound elbow macaroni
- 5 tbsp unsalted butter
- 6 tbsp unbleached all purpose flour
- 1 1/2 tsp dry mustard
- 1/4 tsp cayenne pepper
- splash Worcestershire sauce
- 5 cups milk
- 5 cups shredded cheese, sharp or old cheddar works best
Grease a 9×13 baking dish
Preheat oven to 350
Bring a large pot of water to a boil, add 1 tbsp salt and the macaroni noodles. Boil until just al dente and strain immediately.

Classic béchamel sauce ….. stir, stir, stir until it is creamy and smooth – so easy to turn into delicious cheese sauce for vegetables or this macaroni and cheese bake.
In the now empty saucepan, melt the butter, and stir in the flour, mustard, cayenne and remaining 1 tsp salt. Whisk until mixture becomes fragrant and slightly deepens in colour, just around 1 minute. Gradually add milk, drop in a splash of worcestershire, and keep whisking well so you don’t get any lumps and the milky mixture doesn’t stick to the pan. Allow to come to a full boil in order for the thickening action to get going. Reduce heat and allow to simmer, stirring occasionally until mixture has thickened and is the consistency of a thick cream. Remove from heat, stir well and then add cheese. Once cheese has been fully incorporated, add the macaroni noodles and combine it well. (If you are adding ham cubes this is the time to do it) Give the mixture a generous grind of fresh black pepper, to taste. (my grandkids aren’t crazy about pepper, so when it is for them, I’m lightly seasoning the pasta)
Turn mixture into prepared baking dish and lightly cover with the panko crumb mixture.

Ready for the oven, this classic dish will soon be crispy on top and creamy underneath.
Bake, just until you see the cheese mixture bubbling and the topping has browned.
Remove from oven and allow to rest for 15 minutes before serving.