I’m obsessed with this Southern baked mac and cheese because it hits every note I want from a skillet-to-oven casserole: molten strands of sharp cheddar cheese, pockets of bubbling sauce, and crust that sings, and elbow macaroni pulling like taffy. I love how the sauce clings to each noodle so every bite is loud and unapologetic.
I watch guests reach for seconds as plates hit the table. But it’s not precious or fussy.
It’s blunt, delicious, honest comfort food that stands up to gravy, ham, green beans, whatever you throw at it. Pure, cheesy joy.
Every holiday night. No apologies.
Ingredients
- Elbow macaroni: comfy pasta that soaks up cheesy sauce, classic and cozy.
- Unsalted butter: silky richness, helps make the sauce smooth and warm.
- All purpose flour: thickens the sauce so it clings to every noodle.
- Whole milk: creamy backbone, keeps the sauce tender and not chalky.
- Heavy cream: makes it extra lush and dangerously rich.
- Cream cheese: tangy creaminess that makes the sauce velvety and clingy.
- Eggs: bind everything together, give a slightly custardy texture.
- Dry mustard powder: sneaky zip that wakes up the cheddar.
- Kosher salt: brings out the true flavor, don’t skip it.
- Black pepper: subtle heat and a little savory bite.
- Cayenne pepper: tiny kick, keeps it from being boring.
- Sharp cheddar cheese: bold, tangy cheese flavor, the star here.
- Colby Jack cheese: melty, mellow, makes it gooey and friendly.
- Parmesan cheese: nutty, salty finish that adds depth.
- Panko or crushed saltines: crunchy topping contrast, textural hero up top.
- Melted butter for topping: browns the crumbs and adds buttery shine.
Ingredient Quantities
- 1 pound elbow macaroni
- 1/2 cup unsalted butter
- 1/2 cup all purpose flour
- 4 cups whole milk
- 1 cup heavy cream
- 8 ounces cream cheese, softened
- 2 large eggs, lightly beaten
- 1 teaspoon dry mustard powder
- 1 teaspoon kosher salt
- 1/2 teaspoon black pepper
- 1/4 teaspoon cayenne pepper
- 2 cups shredded sharp cheddar cheese
- 2 cups shredded Colby Jack cheese
- 1 cup grated Parmesan cheese
- 1 cup panko breadcrumbs or crushed saltine crackers for topping
- 2 tablespoons melted butter for topping
How to Make this
1. Preheat oven to 350 F and butter a 9×13 inch baking dish.
2. Bring a large pot of salted water to a boil and cook 1 pound elbow macaroni until just al dente, about 7 to 8 minutes; drain and set aside.
3. In the same pot over medium heat melt 1/2 cup unsalted butter, then whisk in 1/2 cup all purpose flour and cook 1 to 2 minutes until bubbly but not browned to form a roux.
4. Gradually whisk in 4 cups whole milk and 1 cup heavy cream, cooking until the sauce thickens and begins to simmer, about 5 to 7 minutes.
5. Remove from heat and whisk in 8 ounces softened cream cheese until smooth, then stir in 2 large lightly beaten eggs a little at a time to temper them and avoid scrambling.
6. Add 1 teaspoon dry mustard powder, 1 teaspoon kosher salt, 1/2 teaspoon black pepper, and 1/4 teaspoon cayenne pepper; taste and adjust seasoning if needed.
7. Stir in 2 cups shredded sharp cheddar, 2 cups shredded Colby Jack, and 1 cup grated Parmesan until fully melted and the sauce is smooth.
8. Fold the drained macaroni into the cheese sauce until evenly coated, then transfer the mixture to the prepared baking dish, smoothing the top.
9. Combine 1 cup panko breadcrumbs or crushed saltine crackers with 2 tablespoons melted butter and sprinkle evenly over the macaroni and cheese.
10. Bake for 25 to 30 minutes until bubbly and the topping is golden brown; let rest 10 minutes before serving.
Equipment Needed
1. Oven (preheat to 350 F)
2. 9×13 inch baking dish, buttered
3. Large pot for boiling pasta and making sauce
4. Colander for draining macaroni
5. Whisk for roux and sauce
6. Wooden spoon or heatproof spatula for stirring
7. Measuring cups and spoons for wet and dry ingredients
8. Mixing bowl for eggs and topping mixture
9. Box grater or shredder for cheeses and Parmesan
10. Small bowl or cup and spoon for melting and mixing topping butter
FAQ
SOUTHERN BAKED MAC AND CHEESE Recipe Substitutions and Variations
- 1 pound elbow macaroni: substitute with shells, cavatappi, penne, or rotini for better sauce capture
- 4 cups whole milk & 1 cup heavy cream: substitute with 4 cups 2% milk plus 1 cup half and half, or 5 cups whole milk and 1 cup evaporated milk (for creaminess), or 4 cups unsweetened oat milk plus 1 cup half and half for a dairy lighter option
- 8 ounces cream cheese: substitute with equal parts mascarpone, ricotta (for a lighter texture), or full fat Greek yogurt (strain first) for tang and creaminess
- 1 cup panko breadcrumbs or crushed saltine crackers for topping: substitute with crushed Ritz or buttery crackers, toasted cornflakes or crushed potato chips for crunch and flavor, or gluten free panko for GF needs
Pro Tips
1. Cook the pasta a touch less than al dente so it finishes perfectly in the oven; aim for firm with a slight bite so it does not turn mushy after baking.
2. Grate your own cheeses from blocks for creamier melting and better texture. Pre-shredded cheese often contains anti caking agents that can make the sauce grainy.
3. When making the roux and adding the milk, whisk continuously and keep heat moderate so the sauce thickens smoothly. If it looks too thick, thin with a splash of milk. If too thin, simmer a bit longer; the sauce will also firm up as it cools.
4. For a crunchy, flavorful topping, toss the panko or crushed crackers with a little extra grated Parmesan and a pinch of smoked paprika before adding the melted butter. Press the topping lightly so it adheres and browns evenly.
5. Make this ahead to deepen the flavors: assemble and refrigerate up to 24 hours, then bake covered until bubbling, uncover for the last 10 minutes to crisp the top. Let it rest before serving so the sauce settles and slices hold together.
8
servings
700
kcal
Equipment: 1. Oven (preheat to 350 F)
2. 9×13 inch baking dish, buttered
3. Large pot for boiling pasta and making sauce
4. Colander for draining macaroni
5. Whisk for roux and sauce
6. Wooden spoon or heatproof spatula for stirring
7. Measuring cups and spoons for wet and dry ingredients
8. Mixing bowl for eggs and topping mixture
9. Box grater or shredder for cheeses and Parmesan
10. Small bowl or cup and spoon for melting and mixing topping butter
Ingredients
-
1 pound elbow macaroni
-
1/2 cup unsalted butter
-
1/2 cup all purpose flour
-
4 cups whole milk
-
1 cup heavy cream
-
8 ounces cream cheese, softened
-
2 large eggs, lightly beaten
-
1 teaspoon dry mustard powder
-
1 teaspoon kosher salt
-
1/2 teaspoon black pepper
-
1/4 teaspoon cayenne pepper
-
2 cups shredded sharp cheddar cheese
-
2 cups shredded Colby Jack cheese
-
1 cup grated Parmesan cheese
-
1 cup panko breadcrumbs or crushed saltine crackers for topping
-
2 tablespoons melted butter for topping
Directions
- Preheat oven to 350 F and butter a 9×13 inch baking dish.
- Bring a large pot of salted water to a boil and cook 1 pound elbow macaroni until just al dente, about 7 to 8 minutes; drain and set aside.
- In the same pot over medium heat melt 1/2 cup unsalted butter, then whisk in 1/2 cup all purpose flour and cook 1 to 2 minutes until bubbly but not browned to form a roux.
- Gradually whisk in 4 cups whole milk and 1 cup heavy cream, cooking until the sauce thickens and begins to simmer, about 5 to 7 minutes.
- Remove from heat and whisk in 8 ounces softened cream cheese until smooth, then stir in 2 large lightly beaten eggs a little at a time to temper them and avoid scrambling.
- Add 1 teaspoon dry mustard powder, 1 teaspoon kosher salt, 1/2 teaspoon black pepper, and 1/4 teaspoon cayenne pepper; taste and adjust seasoning if needed.
- Stir in 2 cups shredded sharp cheddar, 2 cups shredded Colby Jack, and 1 cup grated Parmesan until fully melted and the sauce is smooth.
- Fold the drained macaroni into the cheese sauce until evenly coated, then transfer the mixture to the prepared baking dish, smoothing the top.
- Combine 1 cup panko breadcrumbs or crushed saltine crackers with 2 tablespoons melted butter and sprinkle evenly over the macaroni and cheese.
- Bake for 25 to 30 minutes until bubbly and the topping is golden brown; let rest 10 minutes before serving.
Notes
- Below you’ll find my best estimate of this recipe’s nutrition facts. Treat the numbers as a guide rather than a rule—great food should nourish both body and spirit. Figures are approximate, and the website owner assumes no liability for any inaccuracies in this recipe.
Nutrition Facts
- Serving Size: 275g
- Total number of serves: 8
- Calories: 700kcal
- Fat: 40g
- Saturated Fat: 22g
- Trans Fat: 1g
- Polyunsaturated: 3g
- Monounsaturated: 11g
- Cholesterol: 160mg
- Sodium: 900mg
- Potassium: 360mg
- Carbohydrates: 62g
- Fiber: 3g
- Sugar: 6g
- Protein: 30g
- Vitamin A: 1400IU
- Vitamin C: 1mg
- Calcium: 420mg
- Iron: 2.5mg