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Classic Homemade Macaroni and Cheese

Marybeth Feutz
This Classic Homemade Macaroni and Cheese recipe uses a homemade cheese sauce, but it's so easy you'll want to make it all the time!
Prep Time 15 mins
Cook Time 20 mins
Total Time 35 mins
Course Side



  • In a large stockpot, cook pasta according to directions on box. Cook pasta al dente. Drain, and place pasta in a lightly greased 9x13 baking dish.
  • While pasta is cooking, make cheese sauce. Prepare all ingredients before starting.
  • In a saucepan, melt butter.
  • Add flour, paprika, salt, and pepper to melted butter, whisking until a paste is formed.
  • Add milk to the paste, whisking as you pour the milk. Whisk until the paste and milk are combined.
  • Heat milk mixture until it starts to thicken and bubble on the edges, stirring frequently.
  • When the milk mixture starts to thicken, add the cubed Velveeta, about a quarter of the cheese at a time. Stir frequently, and let the cheese melt before adding more.
  • Once all the cheese is melted, pour over the cooked pasta. Stir well to combine.
  • In a microwave-safe bowl, melt 3 Tablespoons butter. Add Panko bread crumbs, and mix with a fork to combine.
  • Sprinkle Panko crumbs on top of macaroni and cheese.
  • Bake, uncovered, at 350 degrees for 15-20 minutes, until hot and bubbly.
  • If desired, turn on broiler for 2-4 minutes until top is brown and crunchy.
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