This deliciously creamy baked mac and cheese is made with tender macaroni that’s coated in a homemade cheese sauce and topped with crunchy Italian bread crumbs.

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Close up side view of a serving spoon scooping up some creamy mac and cheese from a baking dish.

About Creamy Mac and Cheese

One of the best go-to family-favorite side dishes for any occasion, this creamy mac and cheese is baked to perfection under a crispy bread crumb topping.

Should you shred your own cheese?

Using pre-shredded cheese is extremely convenient, but it contains some preservatives (such as potato starch) that help keep the shredded cheese separated in the bag. And while this is great for grabbing a quick pinch of shredded cheese, it will also cause the melted cheese to appear lumpy or harden faster than it normally should.

So if you’re a cheese lover like me and want the creamiest experience possible for your mac and cheese, I highly recommend shredding a block of cheddar. It’s a bit more work, but the improved consistency is worth the effort.

Top down view of creamy mac and cheese in a baking dish, showing off the bread crumb topping.

Do you have to use Velveeta?

Velveeta helps create the creamy texture in this dish, but I know not everyone is a Velveeta fan. If you’re looking for a substitute, feel free to use an equal portion of any of the following:

  • American cheese (closest match).
  • More cheddar cheese (second closest match).
  • Swiss cheese.
  • Gouda Cheese.
  • Gruyere cheese (goes great with cheddar).
Top down view of creamy mac and cheese being served from a baking dish, dish is half empty and a bowl is half full.

Can you make this dish in advance?

You can, but you may need to make some adjustments to the recipe. Cheese sauces like this tend to lose their creaminess over time, but you can help compensate for it by increasing the yield of the sauce (while leaving all other ingredients the same). I would recommend increasing the yield by 25%.

If you’re okay with the above, follow these steps for making this ahead of time:

  • Prepare the recipe as instructed but hold off on mixing the bread crumb topping and baking.
  • Cover the baking dish and store it in the refrigerator for up to 24 hours.
  • When ready to serve, allow the mac and cheese to come to room temperature on the counter (about 30 minutes).
  • Mix the bread crumb topping and sprinkle it on top of the mac and cheese.
  • Bake mac and cheese per the recipe instructions.
Top down view of a bowl of creamy mac and cheese, pictured with salt and pepper shakers and herbs.

How long is mac and cheese good for?

Once prepared and cooled, mac and cheese can be stored in a sealed container in the refrigerator for up to three to four days.

Can you freeze mac and cheese?

Yes, you totally can!

Once prepared and cooled, mac and cheese can be stored in a sealed container or freezer bag for up to three months.

What’s the best way to reheat mac and cheese?

The key to successfully heating up mac and cheese is adding a little bit of milk or cream. This will help keep the mac and cheese creamy and the pasta tender.

I typically use one tablespoon of milk for every cup of mac and cheese.

As far as how to heat up mac and cheese, I would recommend:

  • Microwave: Add mac and cheese in a bowl with a bit of milk. Partially cover the bowl with plastic wrap (make sure it can vent) and heat until the desired temperature is reached, stirring often.
  • Oven: If mac and cheese is not already in a baking dish, add it to one. Also add milk per the ratio above and mix everything together as well as you can. Cover the dish with aluminum foil and bake at 350 degrees F for 20-30 minutes or until heated through.
Close up side view of a bowl of creamy mac and cheese, showing off the soft texture of the cheese sauce.

More delicious side dishes

Other recipes with cheese

How to make creamy mac and cheese

This next part is only a photo tutorial of the recipe steps. If you’re looking for the full recipe measurements and instructions, scroll down to Recipe Details.

Step 1 – Start off by preparing your chosen pasta per package instructions but reduce the total cook time by two minutes. Drain the water, then place the pasta in a large bowl. Cover it with a towel to keep it warm.

Step 2 – In a large saucepan, melt the butter and season with salt and pepper.

Step 3 – Add the flour to the saucepan and then whisk until the flour has absorbed the butter and the mixture has turned a tan color.

Step 4 – While continuing to whisk, pour in the chicken broth and milk. Keep stirring until the mixture begins to boil, then cook until the sauce is thick (careful, this will be quick!)

Step 5 – Add Velveeta and cheddar to the saucepan, then mix until both have melted. Remove the saucepan from heat.

Step 6 – Pour the cheese mixture over the cooked pasta, then toss to coat. Spray a 9×13 baking dish with cooking spray, then pour the mac and cheese in.

Step 7 – Make the bread crumb topping by adding butter, bread crumbs, and dried parsley to a microwave-safe bowl, then heat until butter is melted. Sprinkle the bread crumb mixture over the mac and cheese.

Step 8 – Bake!

Step 9 – Serve and enjoy!

Recipe Details

Close up side view of a serving spoon scooping up some creamy mac and cheese from a baking dish.
4.12 from 9 votes

Creamy Mac and Cheese

20 minutes prep + 30 minutes cook
584 kcal
Yields: 8 servings
This deliciously creamy baked mac and cheese is made with tender macaroni that's coated in a homemade cheese sauce and topped with crunchy Italian bread crumbs.



  • Preheat oven to 350 degrees F. Spray a 9×13 baking dish with cooking spray and set aside.
  • Prepare pasta per package instructions, cooking for 2-3 minutes less than the recommended time. Drain and set in a large bowl with a towel placed over the top.
    16 ounces pasta
  • While pasta cooks, melt 1/2 cup butter in a large saucepan over medium heat. Season with salt and pepper.
    2/3 cup unsalted butter, 1 teaspoon salt, 1/2 teaspoon black pepper
  • Slowly add the flour to the melted butter, whisking until smooth. Cook for an additional minute, stirring constantly.
    1/2 cup all-purpose flour
  • Pour the milk and white wine (or chicken broth) into the saucepan, stirring constantly, until sauce begins to boil. Once boiling, sauce will thicken quickly. Cook until sauce is fairly thick, about 1 minute.
    3 1/2 cups warm milk, 1/4 cup white cooking wine
  • Add in Velveeta and cheddar cheese to saucepan and stir until melted. Remove saucepan from heat.
    1 cup Velveeta melting cheese, 1 cup shredded cheddar cheese
  • Pour cheese mixture in the bowl with the pasta, then toss pasta to coat. Transfer mac and cheese into the prepared 9×13 baking dish and smooth out the top so it's an even layer. Set dish nearby.
  • Add remaining butter (about 2 1/2 tablespons), panko bread crumbs, and parsley to a microwave-safe bowl. Heat for 30 seconds and stir until combined. Sprinkle butter panko on top of the mac and cheese.
    2/3 cup unsalted butter, 1/2 cup italian panko bread crumbs, 1 tablespoon dried parsley
  • Bake in the oven uncovered for 30 minutes.
  • Let creamy white mac and cheese rest for 5 minutes.
  • Serve immediately.


Serving: 1serving | Calories: 584kcal | Carbohydrates: 60g | Protein: 22g | Fat: 28g | Saturated Fat: 17g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 6g | Trans Fat: 1g | Cholesterol: 80mg | Sodium: 927mg | Potassium: 433mg | Fiber: 2g | Sugar: 10g | Vitamin A: 1083IU | Vitamin C: 1mg | Calcium: 430mg | Iron: 1mg

I do my best to provide nutrition information, but please keep in mind that I’m not a certified nutritionist. Any nutritional information discussed or disclosed in this post should only be seen as my best amateur estimates of the correct values.

Author: Chrisy

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Recipe Rating


    • Clay tammaro

    Are used crushed up Ritz crackers on the top instead of Panko breadcrumbs

    • Al
    • 5 stars

    tasted great!:)

    • stacey @ stacey homemaker

    Of course, this looks amazing!!! I’m a mac n’ cheese connoisseur so I want to try them all! This recipe is definitely going on my list to try!

    • Angie | Big Bear’s Wife

    It looks perfect and I love the panko bread crumbs on top!

    • Thank you Angie! πŸ˜€ And yeah, the panko really takes this dish to the next level.

    • Sabrina

    I love a good creamy mac and cheese! It’s one of my kids’ favorite dishes!

    • Dee Dee (My Midlife Kitchen)

    There is nothing–NOTHING–better than really good mac & cheese. And girl, this one looks incredible!!

    • Jenna

    I love the boxed mac and cheese too!

    • LOL right?! Hard not to! πŸ˜€