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Perfect as a weeknight meal or a holiday side dish this creamy Baked Mac and Cheese is a tried and true family favorite. It has tender pasta smothered with a tangy cheddar cheese sauce and a crunchy pretzel topping.

Baked Mac and cheese is a classic comfort food staple. It’s versatile enough to be a main course or a side dish, perfect for holidays and potlucks. Or, pair it with my Baked Chicken Drumsticks and Roasted Asparagus for a delicious Sunday supper.

Baked macaroni and cheese in a white ceramic dish with a pretzel crust and a wooden spoon.
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Why We Love This Baked Mac and Cheese Recipe

  • Surprise ingredients like dijon mustard and a pretzel crust really elevate the flavor of the rich and tangy cheese sauce.
  • All of the flavors and seasonings melt together to create a southern mac and cheese casserole that’s warm and inviting, and anything but boring!
  • The pretzel crust is surprising and adds a crunch that is in perfect contrast to the smooth, creamy sauce.
  • Unlike a lot of other homemade mac and cheese recipes, this one reheats beautifully, so leftovers are welcome!


Ingredients for Mac and cheese.
  • Macaroni – This recipe makes a lot of mac and cheese. I used a whole package (1 pound) of pasta. You want to cook it about 3 minutes less than what the package says because the pasta will continue cooking as it bakes.
  • Sharp Cheddar Cheese – Do yourself a favor and purchase the block of cheese and shred it yourself. Pre-packaged shreds are coated with an anti-caking agent that prevents melting. It’s fine for topping your chicken tacos, but for cheese sauce, do the shredding yourself.
  • Parmesan Cheese – To offset the tanginess of the sharp cheddar, I used a nice salty Parmesan. Again, shred it yourself. The pre-shredded Parm will not melt, especially the grated stuff in the green can.
  • Velveeta – A shelf-stable cheese product found at most grocery stores with the dry goods or sometimes in the dairy section. I promise you it makes a huge difference in the sauce, keeping it nice and smooth and creamy.
  • Dijon mustard – Most mac and cheese recipes call for a little bit of ground mustard, but I like to put just a little bit of dijon in there to round out the flavor. A little goes a long way so be careful not to add too much.
  • Additional ingredients include Milk, butter, and flour for the cheese sauce and seasonings like ground mustard, onion powder, garlic powder.
  • Pretzels – The pretzel crust is a fun addition to this already perfect baked macaroni and cheese recipe. The pretzels add great texture and saltiness and just make this recipe stand out from the others.
Oxo Box style cheese grater

The Best Cheese Grater

I always grate my own cheese, and this box grater from Oxo is a workhorse! With 4 sides you 4 different kinds of shreds. Use the larger grater for softer cheeses, like cheddar, and the medium size for Parmesan.

How to Make Baked Mac and Cheese

See the recipe card below for full, detailed instructions

Pot of water with macaroni.

Step 1: Boil water in a large pot and cook the macaroni for about 3 minutes less than the package directions call for. Drain and set aside.

Step 2: Melt butter and whisk with flour to form a golden roux. Add milk and heavy cream to make the sauce base. Simmer until thickened.

Milk based bechamel sauce.

Step 3: Whisk in the salt, black pepper, ground mustard, garlic powder, onion powder and dijon mustard.

Cheeses added to the pot to make the cheese sauce.

Step 4: Turn off the heat and add the Velveeta, Parmesan and 3 ½ cups of sharp cheddar. Keep stirring until all of the cheese is melted.

Macaroni and cheese in a baking dish.

Step 5: Mix the macaroni with the cheese sauce until it’s all completely coated, then pour into the baking dish.

Crushed pretzels sprinkled over mac and cheese in a baking dish.

Step 6: Combine the crushed pretzels, ½ cup of shredded cheddar, Panko breadcrumbs and dried parsley. Sprinkle evenly over the macaroni.

Baked macaroni and cheese with pretzel topping in a white baking dish.

Step 7: Bake for about 15 minutes at 350℉ until hot and bubbly and golden on top. Let the casserole rest for 5-10 minutes before serving.

Serve: Garnish with some fresh minced parsley for a beautiful presentation and serve as a main dish, a side dish or take to a potluck. I promise it will disappear before anything else!

Pan of baked mac and cheese

Recipe FAQs

Should mac and cheese be covered when baking?

No – you’re only going to bake this recipe for 15 minutes, to brown the top. Covering it would be counter-intuitive.

What cheeses are good for baked mac and cheese?

I love good old fashioned Cheddar and Parmesan cheeses. But Gruyere, Gouda, Monterey Jack or Mozzarella are all fantastic as well. Feel free to play around with the types of cheese you use.

How do you keep mac and cheese creamy?

The answer to this question can be a bit controversial, but I use Velveeta or American cheese in my mac. I don’t use a ton of it, just enough to keep the sauce creamy. It actually helps to enhance the flavor of the cheddar and keeps it from being too tangy.

How long do you bake mac and cheese in the oven?

The bake time is really short on this recipe compared to other baked mac and cheese recipes, but trust me, you do not want to over bake this! The bake time is really just to brown the crust. This recipe is the perfect hybrid of creamy stovetop macaroni and cheese and crunchy-topped baked macaroni!

Cooking Tips

  • American cheese can be used instead of Velveeta. Or if you’re really adverse to it, replace with more cheddar, or another cheese like Gruyere.
  • It’s important to not overcook the pasta when you boil it. The macaroni will continue to cook as it bakes, which could make it mushy.
  • The pretzel crust is really adds a fun and unexpected crunchy element, but you can omit it if you prefer.
  • For gluten-free, omit the pretzels, and use gluten-free pasta (< my recommended brand) and gluten free flour (< also recommended)

Storing Leftovers

Refrigerate: Cool completely and store in an airtight container in the fridge for up to 3-4 days.

Freezing: While technically it can be done, I don’t recommend freezing mac and cheese. The cheese sauce tends to change to an unpleasant texture when thawing.

Reheating: This particular sauce reheats very well. Reheat in the microwave at 50% power, stirring every 30 seconds until heated through. Stir in a splash of milk to help recover the smooth consistency.

More Cheesy Pasta Recipes


Baked Macaroni and Cheese

5 from 7 votes
Creamy Baked Mac and Cheese is a tried and true family favorite made with tender pasta, cheddar cheese sauce and a crunchy pretzel topping.
Prep Time 10 minutes
Cook Time 25 minutes
Total Time 35 minutes
Servings 10 servings


  • 16 ounces Elbow macaroni Or shell pasta
  • 1/2 cup butter
  • 1/2 cup all-purpose flour
  • 3 cups milk
  • 1 cup heavy cream
  • 3 1/2 cups freshly shredded sharp cheddar cheese  divided
  • 1/2 cup freshly shredded parmesan cheese
  • 6 ounces Velveeta cheese cubed
  • 1 teaspoon kosher salt more or less to taste
  • 1/2 teaspoon black pepper more to taste
  • 1/2 teaspoon ground mustard powder
  • 1/2 teaspoon onion powder
  • 1/2 teaspoon garlic powder
  • 1 teaspoon dijon mustard

For the topping:

  • ½ cup freshly shredded sharp cheddar cheese
  • 1 cup pretzels crushed
  • ½ cup panko breadcrumbs
  • 1 teaspoon dried parsley flakes
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  • Preheat oven to 425 degrees and spray a 9×13-inch baking dish with non-stick cooking spray.
  • Boil 4-6 quarts of water in a large pot. Add a tablespoon of kosher salt and pour in uncooked pasta. Cook about 3 minutes less than the package directions call for. Drain and set aside.
  • Place the empty pot back on the stove and add butter. Melt over medium heat. Whisk in flour and cook for 2-3 minutes, stirring often, until golden. Whisk in the milk and heavy cream. Simmer, whisking frequently, until the sauce thickens; 3-5 minutes.
  • Whisk in the a salt, black pepper, ground mustard, garlic powder, onion powder and dijon mustard.
  • Turn off the heat and add the Velveeta, Parmesan and 3 ½ cups of the sharp cheddar. Stir constantly until all of the cheese is melted. Taste and adjust seasonings as desired.
  • Add the drained macaroni to the pot and stir to coat, then pour the mixture into the prepared baking dish.
  • In a small bowl, combine the topping ingredients – crushed pretzels, ½ cup of shredded cheddar, Panko breadcrumbs and dried parsley. Sprinkle evenly over the macaroni.
  • Bake uncovered for 15-18 minutes, or until golden brown and bubbly. Let rest 10 minutes before serving.


This recipe was modified Nov. 2022. It originally called for 5 ounces of condensed cheddar cheese soup which I replaced with Velveeta. 


Calories: 684kcalCarbohydrates: 55gProtein: 27gFat: 40gSaturated Fat: 24gPolyunsaturated Fat: 2gMonounsaturated Fat: 9gTrans Fat: 0.4gCholesterol: 116mgSodium: 1115mgPotassium: 371mgFiber: 2gSugar: 7gVitamin A: 1412IUVitamin C: 0.4mgCalcium: 605mgIron: 2mg

Nutritional Disclaimer Kristin Maxwell of “Yellow Bliss Road” is not a dietician or nutritionist, and any nutritional information shared is an estimate. For accurate calorie counts and other nutritional values, we recommend running the ingredients through your preferred online nutritional calculator. Calories and other nutritional values can vary depending on which brands were used.


Amanda blogs at Old House to New Home where she shares easy ways to eat, create, and decorate, all while raising two young girls! Amanda is a Spanish teacher, wife to a great husband, and mommy to the two most beautiful little girls! Amanda loves food, traveling, and transforming their 115 year old house into their home.

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5 from 7 votes (6 ratings without comment)

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  1. Larry Imber says:

    Made this tonight. Turned out amazing. Everyone loved it and thought the pretzel topping was just great.

    1. Kristin says:

      Nice! Thanks for stopping by Larry!

  2. Sydney says:

    Looks amazing and definitely worth trying it out! I’m always looking for new foods to bring into work for potlucks I’m curious have you ever tried letting this cook in a crockpot instead of the oven?

    1. Kristin Maxwell says:

      I haven’t with this recipe, but I do have a recipe for Slow Cooker Mac and Cheese that you can try!

  3. Melissa says:

    When served as a side dish, how many servings is this recipe?

    1. Kristin Maxwell says:

      So sorry I missed your question the other day. This recipe should make about 8-10 side dish servings.

  4. Christine says:

    Can I replace the Dijon mustard with honey mustard? Will the flavor change?

    1. Kristin Maxwell says:

      Yes that will drastically change the flavor. If you don’t have the mustard, leave it out or use a little ground mustard.

  5. Kurt says:

    I’ve tried many recipes that were flawed for all the reasons you stated in this post. This though…best recipe ever! Easy to follow and the cheese sauce is incredible. Thank you so much for sharing this!

    1. Kristin says:

      Thank you Kurt! So glad you enjoyed it!

  6. Michelle says:

    Delicious! My man is such a picky eater and he really liked it. From him, its a score. I LOVE the crushed pretzel/Pablo as the crunchy top. It gave the mac such a nice taste and crunch. I wonder if you’ve ever frozen the leftovers? There’s only 2 of us eating it and I was planning on freezing, but not sure if that’s a good idea.

    1. Kristin says:

      To freeze mac and cheese, let it cool completely, then portion and wrap tightly in foil and into a ziploc bag. To reheat, bake according to the directions.