Betty Crocker Old Fashioned Macaroni and Cheese Recipe: Crispy Breadcrumb Crown Over Gooey Pull-Apart Cheese

Salads

Betty Crocker Old Fashioned Macaroni and Cheese Recipe: Crispy Breadcrumb Crown Over Gooey Pull-Apart Cheese

Betty Crocker's Old Fashioned Macaroni and Cheese recipe delivers that nostalgic, gooey comfort food experience with a crispy breadcrumb crown that makes every bite worth waiting for.

The secret lies in a classic roux-based cheese sauce that creates that signature pull-apart texture, while the buttery breadcrumb topping adds just the right amount of crunch.

I've perfected this version through years of testing, ensuring the cheese stays rich and velvety while the pasta maintains its perfect al dente bite.

This recipe brings back childhood memories with its timeless combination of elbow macaroni, sharp cheddar, and a touch of mustard powder for depth. The process is straightforward but requires attention to detail—starting with properly cooked pasta that won't turn mushy, then building that creamy sauce layer by layer.

What sets this apart is the balance between traditional methods (like the flour-butter roux) and modern shortcuts (using powdered cheese soup mix for convenience without sacrificing flavor).

By the time it emerges from the oven, you'll have a golden-brown casserole with a crispy breadcrumb topping that contrasts perfectly against the gooey cheese underneath.

The aroma alone will have everyone gathering around the table, and the first bite delivers that nostalgic satisfaction of childhood comfort food—just like Betty Crocker intended. This is the kind of dish that turns an ordinary weeknight into a special meal.

The best part? It's versatile enough to serve as a main dish for family dinners or a crowd-pleasing side for holiday gatherings. Whether you're making it for the first time or recreating a beloved memory, this recipe ensures restaurant-quality results with minimal effort.

Let's get started on bringing this classic back to your table.

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Difficulty
Medium
🔥
Calories
Med Cal

Ingredients for betty crocker old fashioned macaroni and cheese

Elbow macaroni, sharp cheddar, and a crispy breadcrumb crown create nostalgic comfort food perfection.

Ingredient Amount Notes
Elbow Macaroni 🍝 2 cups Uncooked, standard elbow shape
Sharp White Cheddar Cheese 🧀 2 cups Shredded, block preferred
Extra-Sharp Cheddar Cheese 🧀 1 cup Shredded, for depth of flavor
Powdered Cheese Soup Mix 🍲 1 package Betty Crocker Original style
Unsalted Butter 🧈 ½ cup Cold, cut into small cubes
All-Purpose Flour 🌾 ¼ cup For roux, sifted preferred
Whole Milk 🥛 2 cups Full-fat for creaminess
Yellow Mustard Powder 🌶️ ½ tsp For subtle tang
Salt 🧂 1 ½ tsp Diamond Crystal preferred
Ground Black Pepper 🌶️ ½ tsp Freshly ground for aroma
Panko Breadcrumbs 🍞 ½ cup Light, for crispy topping
Garlic Powder 🧄 ¼ tsp For subtle depth
Dried Parsley Flakes 🌿 ¼ tsp For fresh finish

The cheddar selection is critical—sharp white provides the classic tang while extra-sharp adds depth. Kraft Natural or Cabot cheddars from the dairy section deliver consistent results. For the breadcrumbs, Panko is non-negotiable—its light texture creates the perfect crispy crown. The powdered cheese soup mix serves as our flavor enhancer, cutting through the richness with a subtle tang that's characteristic of vintage recipes. I always buy the Betty Crocker Original package for authenticity, though any powdered cheese mix will work in a pinch. The elbow macaroni should be the standard 1/2-inch size—avoid jumbo or small shapes that disrupt the classic texture.

No sharp cheddar? Monterey Jack at a 1:1 ratio maintains creaminess, though you'll lose some tang. Substituting the powdered cheese mix? 1/4 cup nutritional yeast plus 1/2 tsp MSG mimics the umami boost, though it's not identical. For the breadcrumb topping, crushed cornflakes add crunch but lack the buttery flavor—stick with Panko if possible. The mustard powder can be replaced with 1/2 tsp Dijon mustard, though the powder dissolves more evenly into the sauce. For those avoiding gluten, certified gluten-free panko works perfectly for the topping, though the pasta will need a dedicated pot to prevent cross-contamination.

This casserole reheats beautifully—350°F for 15 minutes restores that golden-brown crown. For make-ahead convenience, assemble completely (including topping) and refrigerate up to 24 hours before baking. The sauce thickens as it cools, so adding 1-2 tbsp milk after assembly prevents a gummy texture. Leftovers keep 4 days in the fridge or 3 months frozen. Portion into individual containers before freezing for easy reheating—simply cover with foil and bake at 350°F until bubbly.

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Why You'll Love This Recipe

  • I’ll be real: this recipe feeds a crowd for next to nothing. A box of macaroni, a few cheeses, and butter stretch far—leftovers reheat like a dream, and I’ve even turned them into crispy baked mac bites later in the week.
  • One-Pot Magic: I swear by this recipe when I’m too tired to wash another dish. Just boil the elbow macaroni, stir in the soup mix, add that melty blend of sharp and extra-sharp cheddar, and—boom—creamy, cheesy perfection in one pot. The butter ties it all together without extra fuss.
  • Cheese Overload (In a Good Way): Honestly, the combo of sharp white cheddar and extra-sharp cheddar is chef’s kiss. The powdered soup mix gives it that classic tang, but the real star? That gooey, pull-apart texture when it’s done right. (Yes, even on a Tuesday night.)
  • Lunchbox Hero: Between us, this is my go-to for meal prep. Pack it cold in jars for work lunches—it stays creamy, and the kids actually eat it for school lunches. No sad, soggy mac here; the cheddar keeps it sturdy and delicious.

Step-by-step instructions for Betty Crocker old fashioned macaroni and cheese

This classic recipe delivers a perfect balance of creamy cheese sauce and crispy breadcrumb topping—every bite is pure comfort.

1

Cook the Elbow Macaroni to Al Dente Perfection

Bring a large pot of water to a rolling boil and add 2 cups elbow macaroni. Cook according to package directions until 1 minute before it reaches al dente—this ensures the pasta finishes cooking in the oven. Drain thoroughly and set aside in a large mixing bowl.

I always taste-test the pasta at this stage. It should have a slight resistance when bitten—this prevents mushy texture while allowing the cheese sauce to fully coat each noodle. Reserve ½ cup pasta water before draining; this starchy liquid helps create a silky sauce later.

2

Prepare the Ultra-Creamy Cheese Sauce

In a medium saucepan, melt ½ cup unsalted butter over medium heat until foaming subsides. Whisk in ¼ cup all-purpose flour and cook for 1-2 minutes until a smooth roux forms—this forms the foundation of our sauce. The mixture should smell nutty and look like wet sand.

Gradually whisk in 2 cups whole milk while maintaining a steady stream to prevent lumps. Stir continuously for 3-4 minutes until the mixture thickens enough to coat the back of a spoon. Remove from heat and stir in 1 package powdered cheese soup mix, 2 cups sharp white cheddar cheese, 1 cup extra-sharp cheddar cheese, ½ teaspoon yellow mustard powder, 1½ teaspoons salt, and ½ teaspoon ground black pepper until fully melted and smooth.

3

Combine Pasta and Sauce for Maximum Cheesiness

Pour the hot cheese sauce over the drained elbow macaroni in the mixing bowl. Using a rubber spatula, fold gently until every noodle is completely coated. The mixture should look glossy and thick—almost like a thick batter. If it appears too stiff, add 1-2 tablespoons reserved pasta water to loosen.

This is where the magic happens. The residual heat from the sauce will finish cooking the pasta while allowing the cheeses to fully meld. The sauce should be thick enough to cling to the noodles without being gluey. Taste and adjust seasoning if needed—sometimes the powdered mix adds extra saltiness.

4

Assemble and Bake for Crispy Topping

Transfer the macaroni and cheese mixture to a 9x13-inch baking dish, spreading it evenly. In a small bowl, combine ½ cup panko breadcrumbs, ¼ teaspoon garlic powder, and ¼ teaspoon dried parsley flakes. Sprinkle this mixture evenly over the top of the casserole.

Bake at 375°F for 20-25 minutes until the edges are golden brown and the topping is deeply crispy. The cheese should be bubbling vigorously and the breadcrumbs should have a toasted aroma. If the topping browns too quickly, tent loosely with foil for the last 5 minutes to prevent burning.

5

Rest and Serve with Perfect Texture

Remove from the oven and let rest for 5-10 minutes before serving. This resting period allows the cheese to set slightly while maintaining its creamy texture. The breadcrumb topping should be crispy enough to crack when pressed gently with a fork.

Serve immediately with a side salad or steamed vegetables. The contrast between the creamy, pull-apart cheese and crispy breadcrumb crown makes this dish truly special. For extra indulgence, top each serving with an additional sprinkle of sharp white cheddar cheese before serving.

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Pro Tips For Making Betty Crocker Old Fashioned Macaroni And Cheese

  • Cook pasta AL DENTE: DESCRIPTION: The recipe says "cooked," but stop at al dente—that slight bite makes all the difference. I used to overcook it, thinking more time = better texture, but you end up with mushy noodles that soak up sauce like a sponge. Test a piece: it should resist your bite but still be tender.
  • Melt butter LOW: DESCRIPTION: Don’t rush the butter. Melt it over medium-low heat until it’s just liquid and foamy—no browning, no splattering. I learned this the hard way after one batch tasted bitter from overcooked butter. The soup mix relies on smooth, flavorful fat, not burned oil.
  • Grate cheese FINE: DESCRIPTION: Skip the shredder for the extra-sharp cheddar—use a box grater or food processor. The finer the cheese, the smoother the sauce and the less chance of clumping. I was skeptical until I tried it; now I won’t go back to the grainy texture.
  • Stir CONSTANTLY: DESCRIPTION: Once the soup mix hits the pot, keep stirring—especially after adding the cheese. The recipe calls for a thick, creamy consistency, but I’ve seen it separate into a greasy mess when left unattended. A wooden spoon in one hand, your attention in the other. No shortcuts here.

Common mistakes when making this dish

Overcooking the Pasta

One of the biggest mistakes is cooking the elbow macaroni to perfection in boiling water. The pasta should have a slight resistance when bitten—this ensures it finishes cooking in the oven while absorbing the cheese sauce. I've seen many versions where the pasta turns mushy because it's overcooked before baking.

Always drain it 1 minute before the package's recommended time and reserve ½ cup pasta water—this starchy liquid is key for a silky sauce. 🍝

Skipping the Roux

The roux is the foundation of that ultra-creamy texture, and skipping it or rushing through this step leads to a thin, watery sauce. I've tried shortcuts where people just melt butter and add milk directly, but that results in a sauce that separates.

Cook the ½ cup butter and ¼ cup flour mixture over medium heat for 1-2 minutes until it forms a smooth, nutty-smelling paste. This takes patience but makes all the difference. 🧈

Ignoring the Resting Period

After baking, many people can't wait to dig in and immediately slice into the casserole. But this is a critical mistake! The 5-10 minute rest allows the cheese to set slightly while maintaining its creamy texture.

Without resting, the breadcrumb topping stays soggy and the cheese can turn greasy. I always let mine rest on the counter—it's worth the wait for that perfect pull-apart texture. ⏰

Using Wrong Baking Dish

The baking dish matters more than you'd think. A 9x13-inch dish is ideal because it provides enough surface area for even baking and crispy edges. I've seen people use smaller or oddly shaped dishes, which leads to uneven browning and a less crispy topping.

If you don't have a 9x13-inch dish, a 9-inch square baking dish works in a pinch, but the baking time may need adjustment. 🍴

Overmixing the Cheese Sauce

Once you add the cheese to the sauce, it's tempting to stir vigorously to make sure it all melts. But overmixing creates a gluey texture that clumps together. Instead, stir gently until the cheese is mostly melted, then let the residual heat finish the job.

I use a rubber spatula to fold everything together—this keeps the sauce smooth and creamy without overworking it. 🥄

Underestimating the Breadcrumb Topping

Many people just sprinkle breadcrumbs on top and hope for the best, but that rarely results in a crispy crown. The secret is in the preparation: mix the ½ cup panko with ¼ tsp garlic powder and ¼ tsp dried parsley before sprinkling.

Also, don't skip the 375°F temperature—any lower, and the topping stays soggy. For extra crunch, I sometimes press the breadcrumbs down lightly before baking. 🍞

Nutrition facts

Servings 6
Amount Per Serving
Calories 580kcal
% Daily Value *
Total Fat 32g41%
Saturated Fat 20g100%
Cholesterol 115mg38%
Sodium 1120mg49%
Total Carbohydrate 42g15%
Dietary Fiber 2g8%
Sugars 6g
Protein 26g52%
* Percent Daily Values are based on a 2,000 calorie diet. Your daily values may be higher or lower depending on your calorie needs.

Frequently asked questions

1

Why does this recipe use both sharp and extra-sharp cheddar?

The combination creates a perfect balance of flavor. The sharp white cheddar provides the classic tangy base, while the extra-sharp adds depth and complexity. This two-cheese approach mimics the layered flavor of vintage recipes that made this dish so beloved.

2

Can I make this mac and cheese ahead of time?

Assemble the casserole completely (including the breadcrumb topping) and refrigerate for up to 24 hours before baking. The sauce will thicken as it cools, so add 1-2 tablespoons milk after assembly to prevent gummy texture. For freezing, portion into individual containers and bake straight from frozen at 375°F for 30-35 minutes.

3

What's the secret to getting crispy breadcrumbs on top?

Use Panko breadcrumbs (never regular breadcrumbs) and mix them with ¼ tsp garlic powder and ¼ tsp parsley before sprinkling. Bake at 375°F—any lower temperature will result in a soggy topping. For extra crunch, press the breadcrumbs down lightly before baking. The key is patience: let it bake until golden brown, about 20-25 minutes.

4

Can I substitute the powdered cheese soup mix?

Yes, but with adjustments. For a 1:1 substitution, use ¼ cup nutritional yeast plus ½ tsp MSG to mimic the umami boost. Alternatively, blend 1 cup powdered milk + ½ tsp mustard powder + ½ tsp salt for a homemade version. The mix adds tanginess that's hard to replicate, but these alternatives work in a pinch.

5

How do I know when the pasta is cooked perfectly?

Cook the elbow macaroni 1 minute less than the package recommends, then drain and set aside. It should have a slight resistance when bitten—this ensures it finishes cooking in the oven while absorbing the cheese sauce. Reserve ½ cup pasta water before draining; this starchy liquid helps create a silky sauce.

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Categories Salads