Southern Baked Macaroni and Cheese

The Ultimate Southern Baked Macaroni and Cheese Recipe

Let me tell you about the day I finally cracked the code on my grandmother’s Southern baked macaroni and cheese. I’d been trying to recreate it for years – you know how it is when you have that one family recipe that everyone raves about, but somehow the secret died with the cook?

I must have made fifteen different versions, each one falling short of that perfect, creamy-yet-firm texture with the golden, slightly crispy top that made Sunday dinners at Meemaw’s house so special. Some attempts were too soupy, others turned into a brick of cheese. I was starting to think I’d never get it right.

Then one rainy Saturday, I was digging through her old recipe box (the one with the faded floral pattern that still smells like vanilla extract), and tucked behind a card for her famous pound cake, I found it. Not the full recipe – oh no, that would’ve been too easy – just a little scrap of paper with “egg + evap milk + sharp + mild” scrawled in her shaky handwriting.

That’s when it hit me. The secret wasn’t just one thing – it was the combination of sharp and mild cheeses, plus that custard-like base made with eggs and evaporated milk. Once I figured that out, everything clicked into place.

Why You’ll Love This Southern Baked Mac and Cheese

This isn’t your boxed mac and cheese, and it’s definitely not some fancy restaurant version with truffle oil or exotic cheese blends. This is honest-to-goodness Southern comfort food that’ll make you close your eyes and sigh on the first bite.

What makes this recipe special is the texture. The bottom stays creamy and almost custard-like, while the top gets this gorgeous golden crust that’s just begging to be broken through with your fork. It’s rich without being heavy, cheesy without being overwhelming, and it holds together beautifully when you cut into it – no sad, soupy mess here.

I’ve served this at potlucks, family reunions, and holiday dinners, and without fail, someone always asks for the recipe. My neighbor Janet has made it three times in the past month alone, and she swears it’s better than her own grandmother’s version (though don’t tell her grandmother I said that).

What You’ll Need

The ingredient list is pretty straightforward, but each item plays a crucial role in getting that perfect Southern mac and cheese texture and flavor.

For the pasta:

• 1 pound elbow macaroni (I always use the classic elbows – don’t get fancy here)
• Salt for the pasta water

For the cheese sauce:

• 1 stick (8 tablespoons) butter
• 1/2 cup all-purpose flour
• 2 cups whole milk
• 1 can (12 oz) evaporated milk
• 3 large eggs, beaten
• 2 cups sharp cheddar cheese, freshly grated
• 2 cups mild cheddar cheese, freshly grated
• 1/2 cup cream cheese, softened
• 1 teaspoon salt
• 1/2 teaspoon black pepper
• 1/4 teaspoon cayenne pepper (optional, but recommended)
• 1/4 teaspoon paprika

For the topping:

• 1/2 cup additional sharp cheddar, grated
• 2 tablespoons butter, melted
• 1/4 cup panko breadcrumbs (optional)

A few notes on ingredients: Please, please grate your own cheese. I know the pre-shredded stuff is convenient, but it’s coated with anti-caking agents that prevent it from melting smoothly. Trust me on this one – I learned the hard way when my first attempt turned into a grainy disaster.

The combination of sharp and mild cheddar is key. The sharp gives you that tangy, complex flavor, while the mild adds creaminess without being too aggressive. And that little bit of cream cheese? That’s my secret weapon for extra richness.

Let’s Make It

Step 1: Get Your Oven Ready

Preheat your oven to 350°F and butter a 9×13 inch baking dish. I like to use a glass dish because you can see how beautifully golden the edges get, but ceramic works great too.

Step 2: Cook the Pasta

Bring a large pot of salted water to a rolling boil. Add the elbow macaroni and cook it for exactly 2 minutes less than the package directions say. This is important – we want the pasta slightly underdone because it’s going to continue cooking in the oven.

Drain the pasta well and set it aside. Don’t rinse it – we want some of that starch to help everything stick together.

Step 3: Make the Cheese Sauce Base

In a large saucepan or Dutch oven, melt the butter over medium heat. Once it’s bubbling, whisk in the flour and cook for about 2 minutes, stirring constantly. This is your roux, and you want to cook out that raw flour taste without letting it brown.

Slowly pour in the whole milk, whisking constantly to prevent lumps. Then add the evaporated milk and keep whisking until the mixture is smooth and starts to thicken – about 5-6 minutes.

Step 4: Add the Cheese

Remove the pan from heat (this is crucial – if it’s too hot, the cheese will seize up). Add the cream cheese first and whisk until it’s completely melted and smooth.

Now add the grated cheeses a handful at a time, whisking after each addition until it’s completely melted before adding more. Season with salt, pepper, cayenne, and paprika.

Step 5: Temper the Eggs

Here’s where people often mess up. You can’t just dump beaten eggs into hot cheese sauce – you’ll get scrambled eggs, and nobody wants that in their mac and cheese.

Take about 1/2 cup of the warm cheese sauce and slowly whisk it into the beaten eggs. This brings the eggs up to temperature gradually. Then whisk this egg mixture back into the main cheese sauce.

Step 6: Combine and Bake

Add the cooked pasta to the cheese sauce and fold everything together until every piece of pasta is coated. Pour this into your prepared baking dish and spread it evenly.

Mix the melted butter with the extra grated cheese and breadcrumbs (if using), then sprinkle this over the top.

Bake for 25-30 minutes, until the top is golden brown and the edges are bubbling. If you want an extra crispy top, turn on the broiler for the last 2-3 minutes, but watch it like a hawk.

Tips from My Kitchen

Let it rest: I know it’s hard, but let the mac and cheese sit for about 10 minutes after it comes out of the oven. This lets everything set up properly so you get clean slices instead of a molten mess.

The egg makes all the difference: That beaten egg is what gives Southern baked mac and cheese its signature custard-like texture. Don’t skip it, and definitely don’t add it to sauce that’s too hot.

Save some pasta water: Before you drain your pasta, save about 1/2 cup of the starchy cooking water. If your mac and cheese seems too thick when you’re mixing it together, add a splash of this water to loosen it up.

Cheese grating hack: Stick your block of cheese in the freezer for 15 minutes before grating. It makes the job so much easier and prevents your knuckles from getting too friendly with the grater.

Size matters: Don’t try to make this in a smaller pan thinking you’ll get thicker layers. The beauty of this recipe is in the ratio of creamy interior to golden top, and cramming it into a smaller dish throws that off.

Mistakes I’ve Made (So You Don’t Have To)

My biggest disaster was the time I tried to “improve” the recipe by using fancy aged white cheddar. It looked gorgeous, but it was way too sharp and completely overpowered everything else. Stick with regular sharp and mild cheddar – there’s a reason this combination is classic.

I’ve also learned not to open the oven door too often while it’s baking. I used to peek every 10 minutes because I was paranoid about burning the top, but all that heat loss just made the cooking time longer and the texture less consistent.

And please learn from my mistakes with the eggs. The first time I made this, I was in a hurry and added the eggs directly to the hot sauce. Let’s just say my family got a very interesting texture lesson that night.

Serving Suggestions

This Southern baked macaroni and cheese is rich enough to be the star of any meal, but it pairs beautifully with simple, fresh sides. I love serving it alongside some tangy coleslaw, green beans with a bit of bacon, or a crisp garden salad with a light vinaigrette.

For holidays, it’s perfect with ham, fried chicken, or barbecue. The creamy, comforting mac and cheese balances out spicier or more acidic flavors beautifully.

And here’s a little secret – it’s absolutely divine with a drizzle of hot honey on top. I know it sounds weird, but that sweet-heat combination with the creamy cheese is incredible.

How to Store and Reheat

Leftover Southern baked mac and cheese will keep in the refrigerator for up to 4 days. To reheat individual portions, I like to microwave them for about 60 seconds, then stir and heat for another 30 seconds if needed.

For larger portions, cover with foil and reheat in a 325°F oven for about 20 minutes, or until heated through. You might need to add a splash of milk if it seems too thick.

You can also freeze this for up to 3 months. Let it thaw completely in the refrigerator overnight before reheating. The texture might be slightly different after freezing, but it’s still delicious.

This recipe has become such a staple in my house that I actually double the batch and freeze half for busy weeknights. There’s something so comforting about having homemade Southern mac and cheese ready to go in the freezer.

Every time I make this, I think about my grandmother and how food really is love made visible. This isn’t just mac and cheese – it’s a warm hug on a plate, a taste of home, and proof that the best recipes are the ones passed down with stories and made with heart.

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