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Ultimate Baked Macaroni and Cheese

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This easy baked mac and cheese recipe is totally homemade, super creamy, and topped with a mixture of bacon and crushed Ritz crackers.
Course Main Course
Cuisine American
Prep Time 30 mins
Cook Time 25 mins
Resting time 10 mins
Total Time 1 hr 5 mins
Servings 12 servings
Calories 444
Author Michelle


For the Macaroni and Cheese:

  • 16 ounces elbow pasta or shaped pasta of your choice
  • 4 tablespoons unsalted butter
  • 4 tablespoons all-purpose flour
  • 3 cups whole milk
  • 12 ounces sharp cheddar cheese shredded (about 3 cups)
  • Salt and pepper to taste

For the Topping:

  • 40 Ritz crackers about 1.5 sleeves, crushed
  • 8 slices bacon cooked and crumbled
  • 1 tablespoon finely chopped fresh parsley


  • Preheat oven to 400 degrees F. Butter a 9x13-inch casserole dish. Heat a large pot of water over high heat for the pasta; cover.
  • Add the pasta to the boiling water and cook the pasta according to the box directions for al dente pasta (if your box doesn't specify al dente, cook it for 1 to 2 minutes shorter than the time called for - it shouldn't be cooked the whole way through). When the pasta is finished cooking, drain it in a colander.
  • While the pasta is cooking, make the sauce. In a large saucepan, melt the 4 tablespoons of the butter over medium heat. Once the butter has melted, whisk in the flour and cook for about 1 minute, until the flour starts to brown a bit and smells nutty, whisking constantly. In a slow, steady stream, whisk in the milk. Allow the sauce to come to a simmer.
  • Once the sauce comes to a simmer, stir in the cheddar cheese, adding a handful at a time and stirring with a wooden spoon until completely melted before adding the next handful. Season with salt and pepper and turn off the heat.
  • Add the cooked, drained pasta to the sauce. Stir with a wooden spoon until everything is completely combined and evenly distributed. Pour the mixture into the prepared casserole dish.
  • In a small bowl, mix together the crushed Ritz crackers, crumbled bacon and parsley.
  • Sprinkle the macaroni and cheese with the topping mixture.
  • Bake until browned and bubbly, about 15 to 20 minutes. Allow to sit for 10 to 15 minutes before serving.



  • Cavatappi is my absolute favorite pasta shape for baked mac and cheese, but feel free to use whatever you like. Shells, elbows, and gemelli are all great choices, too.
  • I like using whole milk because it makes the mac and cheese super rich and creamy, but you could also use 2% or 1% milk.
  • Different cheeses can be substituted for the cheddar cheese. Play around with different flavors or combinations - smoked gouda, pepper jack, American, Gruyere... so many options!
  • But whatever you do, don't use pre-shredded cheese! Pre-shredded cheese is coated with a thin layer of an anti-caking agent to keep it from clumping up in packages; unfortunately, this also can create a gritty texture when it is melted in a sauce. I recommend buying a block of cheese and shredding by hand (or using a food processor!).
  • I've also used bread crumbs as a topping, so you can definitely do that in place of the crushed Ritz crackers.
  • You can omit the bacon if you want to make it a vegetarian dish.
  • If you don't want to bake this, you can definitely serve from stovetop. You can still toss together the topping ingredients and sprinkle on each serving, if desired.
  • Make Ahead Tip: To prepare ahead, assemble the recipe as written, then cover with plastic wrap and refrigerate up to 1 day. Bake for 15 minutes with foil on, then uncover and bake as directed. 
  • Freezer-Friendly: To freeze an entire pan, you can do so unbaked or baked. Either way, I recommend cooking the pasta only to al dente and adding an extra 1/2 cup milk to the sauce, then cool completely, then cover with plastic wrap, then foil and freeze for up to 3 months. Thaw in the refrigerator overnight, then bake as directed above in the make ahead note. You can also freeze individual portions by chilling the assembled (or baked and cooled) mac and cheese, then cutting into individual portions. Wrap each portion in plastic wrap, then in foil, and place in a resealable plastic freezer bag for up to 3 months. You can thaw and reheat in the oven (remove the plastic wrap!), or in the microwave if you're in a hurry.
Nutritional values are based on one serving.


Calories: 444kcal | Carbohydrates: 39g | Protein: 16g | Fat: 23g | Saturated Fat: 12g | Cholesterol: 55mg | Sodium: 390mg | Potassium: 233mg | Fiber: 1g | Sugar: 5g | Vitamin A: 535IU | Vitamin C: 0.4mg | Calcium: 298mg | Iron: 1.4mg