Baked and Creamy Macaroni and Cheese

Baked and Creamy Macaroni and Cheese

Close-up of creamy elbow macaroni coated in melted cheese.

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Creamy Velveeta, sharp cheddar, and Monterey Jack coat tender macaroni, baked until golden with a buttery breadcrumb topping.

I can’t think of a single holiday table in my family that didn’t have some version of baked macaroni and cheese on it. I swear, it was almost a superstition—skip the mac and cheese and you were basically inviting disaster. And this Baked and Creamy Macaroni and Cheese? This is the one that stuck.

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I remember my mom making it in her old, dented 9×13 pan. She’d be stirring the cheese sauce with this giant wooden spoon that had a burn mark down the handle (don’t ask), and we’d circle like vultures waiting for the moment she’d turn her back so we could “taste test” the sauce. She’d catch us every time, of course, but the warning was never that scary when she was fighting back a smile.

Now, when I make it, I catch myself doing the same little dance—shooing people out of the kitchen while secretly loving that they’re hovering. Because, let’s be real, this Baked and Creamy Macaroni and Cheese has a way of pulling people in.

Here’s a quick peek at what’s inside:

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Why You’ll Love This Baked and Creamy Macaroni and Cheese Recipe?

This isn’t your “open a box and hope for the best” mac and cheese. This is rich, silky, cheesy heaven with just enough baked crisp on top to make you forget whatever stress you carried into the kitchen. You get that smooth, almost nostalgic creaminess from Velveeta, a bold punch from cheddar, and a melt factor from Monterey Jack that makes you question every other cheese combo you’ve ever used. And the Panko breadcrumb topping? It’s the mic drop moment. Plus—it feeds a crowd, which means you can either share generously… or live off leftovers for three days straight. No judgment.

Close-up of creamy elbow macaroni coated in melted cheese.

Ingredient Notes:

Let’s talk about the cast of characters in this carb-and-cheese masterpiece.

  • Elbow macaroni – It’s the classic. Holds sauce like it was born for it. Though, if you’ve got cavatappi or shells lying around, I won’t stop you.

  • Velveeta – Yeah, it’s processed. And yeah, it’s perfect here. That texture? Unbeatable.

  • Cheddar & Monterey Jack – Cheddar’s got attitude, Monterey Jack’s got smoothness. Together, they’re the couple everyone likes at the party.

  • Milk – Just enough to keep things creamy without drowning the pasta.

  • Butter – Adds richness and helps pull the flavors together.

  • Eggs – These make the mac and cheese more custardy. Trust me, it’s worth it.

  • Paprika & garlic powder – Little flavor nudges that make people go, “Ooh… what’s in this?”

  • Panko breadcrumbs – For that crunchy, golden finish. Honestly, the topping alone could be a snack.

Portion of baked macaroni on a white plate

How To Make Baked and Creamy Macaroni and Cheese?

Step 1: Pasta First
Preheat the oven to 375°F. Cook the macaroni until it’s al dente—not mushy. It’s going to keep cooking in the oven, so don’t overdo it. Drain and set aside.

Step 2: The Sauce Situation
In a medium saucepan, melt the Velveeta with one cup of milk over medium heat until smooth and silky. This is the part where you’ll be tempted to “sample” with a spoon. I won’t judge. Pour the cheese sauce over the macaroni and stir until every piece is coated.

Step 3: Flavor Boost
In a large bowl, whisk together the beaten eggs, melted butter, garlic powder, paprika, salt, pepper, and 1 cup each of cheddar and Monterey Jack. Fold this into the cheesy pasta so everything gets evenly mixed.

Step 4: Assemble and Top
Transfer to a greased 9×13 baking dish. Sprinkle the remaining cheese over the top, then shower generously with Panko breadcrumbs.

Step 5: Bake and Bask
Bake for 25 minutes, or until the top is golden and the edges are bubbling like they’re showing off. Let it rest for a few minutes before digging in—unless you enjoy burning your tongue, in which case, be my guest.

Close-up showing tender pasta coated in rich, melted cheese.

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Storage Options:

If, by some miracle, there’s any left, store it in an airtight container in the fridge for up to 4 days. Reheat in the oven to keep the top crisp. You can also freeze it, but the topping will lose a little crunch—still delicious, though.

Variations and Substitutions:

Here’s where you can play:

  • Add crispy bacon or diced ham for extra indulgence.

  • Stir in jalapeños or hot sauce for a spicy kick.

  • Swap in Gouda, Gruyère, or pepper jack if you’re feeling fancy.

  • Use gluten-free pasta and breadcrumbs for a totally GF version.

Side view of a slice of baked and creamy macaroni and cheese on a plate.

What to Serve with Baked and Creamy Macaroni and Cheese?

You can absolutely make this the main event, but if you’re building a plate:

  • BBQ pulled pork or ribs—smoky and cheesy is a dream team.

  • A fresh salad if you’re pretending to be healthy.

  • Roasted veggies like broccoli or Brussels sprouts for balance.

Frequently Asked Questions:

Can I make it ahead?
Absolutely. Assemble it, cover, and refrigerate up to a day ahead. Add the breadcrumbs right before baking.

Can I use pre-shredded cheese?
You can, but fresh-shredded melts better. Pre-shredded has anti-caking agents that can mess with the texture.

How do I make it extra creamy?
Add a splash of heavy cream to the cheese sauce. It’s rich, but oh-so worth it.

Golden baked pasta topped with a crispy breadcrumb layer in a casserole dish.

I’m telling you—this Baked and Creamy Macaroni and Cheese is the recipe that makes people linger at the table long after they’re full. And honestly? That’s the best compliment a cook can get.

Remember it later!

Planning to try this recipe soon? Pin it for a quick find later!

Pin this recipe!

Remember it later!

Planning to try this recipe soon? Pin it for a quick find later!

Pin this recipe!

Keep the Flavor Coming – Try These:

Portion of baked macaroni on a white plate

Baked and Creamy Macaroni and Cheese

Prep Time 15 minutes
Cook Time 1 hour
Total Time 1 hour 15 minutes
A rich and indulgent baked and creamy macaroni and cheese featuring Velveeta, cheddar, and Monterey Jack, topped with golden panko breadcrumbs for the perfect balance of creaminess and crunch.
12 Servings

Ingredients

  • 1 lb 8 cups cooked elbow macaroni
  • 1 lb Velveeta cheese cubed
  • 2 cups Monterey Jack cheese shredded
  • 2 cups Cheddar cheese shredded
  • 1 cup milk divided
  • 4 tbsp butter melted
  • 2 large eggs beaten
  • ½ tsp paprika
  • ½ tsp garlic powder
  • Salt and pepper to taste
  • Seasoned panko breadcrumbs for garnish

Instructions
 

Prepare the Oven and Pasta

  1. Preheat the oven to 375°F (190°C). Cook the macaroni in salted boiling water until al dente. Drain well and set aside.

Prepare the Cheese Sauce

  1. In a medium saucepan over medium heat, combine the Velveeta cheese and 1 cup of milk. Stir continuously until the cheese is fully melted and the sauce is smooth. Pour the cheese sauce over the cooked macaroni and stir to coat evenly.

Mix the Egg and Seasoning Blend

  1. In a large mixing bowl, whisk together the beaten eggs, melted butter, garlic powder, paprika, salt, pepper, and 1 cup each of Monterey Jack and Cheddar cheese. Add this mixture to the macaroni and stir gently to combine.

Assemble the Dish

  1. Transfer the macaroni mixture into a greased 9x13-inch baking dish. Top with the remaining Monterey Jack and Cheddar cheese. Sprinkle generously with seasoned panko breadcrumbs.

Bake

  1. Place in the preheated oven and bake for 25 minutes, or until the top is golden brown and the edges are bubbling. Allow to rest for several minutes before serving.

Notes

To make this dish gluten-free, substitute regular elbow macaroni with a gluten-free pasta variety made from rice, corn, or chickpeas. Replace the seasoned panko breadcrumbs with a gluten-free alternative or crushed gluten-free crackers. Ensure all seasonings and cheese are certified gluten-free.
Bitty

 

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Hi, I'm Bitty!

I'm Bitty, owner of nodashofgluten.com, where I share simple, delicious recipes for all tastes, including gluten-free. Check out my "About Me" page for more info!

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