Southern Baked Mac and Cheese is the ultimate comfort food! It’s creamy, cheesy, and baked to perfect golden brown. You won’t be able to resist the gooey goodness in every bite!
This dish always brings a smile to my face. I love how you can customize it with different cheeses. Plus, it’s a great dish to share with friends and family—if you can wait long enough to serve it! 😄
Key Ingredients & Substitutions
Elbow Macaroni: These classic pasta shapes hold cheese sauce beautifully. You can swap for shells or cavatappi if you prefer a different texture, as they also hold the cheesy goodness well.
Cheddar Cheese: I love using sharp cheddar for its bold flavor. If you’re looking for a milder taste, feel free to use medium cheddar or even Monterey Jack. Mixing different cheeses like gouda or pepper jack can also add fun flavors.
Velveeta Cheese: This adds creaminess and a velvety texture. If you’re not a fan, use cream cheese or a mix of mozzarella and sharp cheddar. Just keep in mind that the texture might change a bit.
Whole Milk & Heavy Cream: For a rich sauce, this combo is perfect. If you need a lighter option, you can use 2% milk with a little less heavy cream, or even oat or almond milk, though this may alter the taste slightly.
Eggs: They help bind everything and give a silky texture to the sauce. If vegan, unsweetened silken tofu or a flax egg (1 tablespoon ground flaxseed mixed with 2.5 tablespoons water) can work as a substitute.
How Do I Make Sure My Cheese Sauce is Smooth?
A smooth cheese sauce is key for the perfect mac and cheese. Start by making a roux—mix equal parts flour and butter and cook for 2-3 minutes. This cooks off the raw flour taste and prevents lumps.
- Once the roux is golden, whisk in your milk and cream slowly to prevent lumps. Keep stirring until the sauce thickens—it should coat the back of a spoon.
- Add the cheeses gradually, allowing each addition to melt completely before adding more. This ensures a smooth and creamy sauce.
- Tempering the eggs is also crucial—slowly combine a bit of the hot sauce with the beaten eggs before mixing it in. This avoids cooking the eggs too fast and helps keep the sauce silky.
Remember, patience is important! Take your time with each step for perfect results.

Southern Baked Mac And Cheese
Ingredients You’ll Need:
For the Mac and Cheese:
- 1 lb elbow macaroni
- 4 cups sharp cheddar cheese, shredded (divided)
- 2 cups Velveeta cheese, cubed
- 4 cups whole milk
- 1 cup heavy cream
- 1/2 cup unsalted butter (1 stick)
- 1/2 cup all-purpose flour
- 1 teaspoon salt
- 1/2 teaspoon black pepper
- 1/2 teaspoon paprika
- 1/4 teaspoon cayenne pepper (optional for a slight kick)
- 1 teaspoon mustard powder
- 2 large eggs, beaten
How Much Time Will You Need?
This delicious Southern Baked Mac and Cheese will take about 15 minutes to prep and around 30 minutes to bake, plus a 5-minute rest after. So, you’re looking at a total of about 50 minutes from start to serving. It’s well worth the wait!
Step-by-Step Instructions:
1. Preheat and Prepare:
First, preheat your oven to 350°F (175°C). While that’s heating up, butter a large 9×13 inch baking dish and set it aside so it’s ready to go!
2. Cook the Macaroni:
Next, bring a large pot of salted water to a boil. Add in the elbow macaroni and cook it until just al dente, about 6-7 minutes. Once it’s done, drain it well and set it aside for later.
3. Make the Cheese Sauce:
In a large heavy-bottomed saucepan over medium heat, melt the butter. Once it’s melted, whisk in the flour constantly for about 2-3 minutes until it turns a light golden color. This forms your roux—essential for a creamy sauce!
4. Add the Milk and Cream:
Slowly whisk in the whole milk and heavy cream. Keep whisking to make sure no lumps form and continue cooking until the sauce thickens and coats the back of a spoon, which should take about 5-7 minutes.
5. Season the Sauce:
Once thickened, take the sauce off the heat and stir in the salt, black pepper, paprika, cayenne pepper (if using), and mustard powder. This adds a lovely flavor!
6. Incorporate the Cheeses:
Gradually add in 3 cups of shredded cheddar cheese and all the Velveeta cubes, stirring until everything is melted and nice and smooth.
7. Temper the Eggs:
Now, we need to temper the eggs. Slowly add a few tablespoons of the hot cheese sauce to the beaten eggs while whisking constantly. This will warm up the eggs without scrambling them.
8. Combine Everything Together:
Stir the egg mixture back into the cheese sauce thoroughly. Then, gently fold in the cooked macaroni until all the pasta is well coated in that delicious cheese sauce.
9. Bake the Mac and Cheese:
Transfer the mac and cheese mixture into your prepared baking dish and sprinkle the remaining cup of cheddar cheese evenly on top.
10. Finish Baking:
Bake uncovered for 25-30 minutes, or until the top is golden brown and bubbling. For an extra crispy top, you can broil it for 2-3 minutes at the end, just keep an eye on it!
11. Cool and Serve:
Once done, remove the dish from the oven and let it rest for about 5 minutes before serving. This helps it set up a bit better.
Enjoy every creamy, cheesy bite of your Southern Baked Mac and Cheese! It’s comfort food at its finest!
Can I Use Gluten-Free Pasta for This Recipe?
Absolutely! You can substitute elbow macaroni with gluten-free pasta. Just make sure to follow the cooking instructions on the package, as gluten-free pasta can vary in cooking time and texture.
Can I Make This Mac and Cheese Vegan?
Yes! For a vegan version, use plant-based milk (like almond or oat), vegan cheese alternatives, and replace the eggs with a flax egg (mix 1 tablespoon ground flaxseed with 2.5 tablespoons water and let it sit for a few minutes until it thickens). You can also use cornstarch as a thickener instead of flour if needed.
Can I Prepare This Dish Ahead of Time?
Definitely! You can prepare the mac and cheese up to the baking step, cover it tightly, and refrigerate it. When you’re ready to bake, let it sit at room temperature for about 30 minutes before popping it in the oven, and you may need to add a few extra minutes to the baking time.
How Do I Store Leftovers?
Store any leftovers in an airtight container in the refrigerator for up to 3 days. To reheat, simply warm it in the oven at 350°F (175°C) until heated thoroughly, or microwave individual portions on a low setting, stirring occasionally.
