Southern Baked Macaroni and Cheese

This Southern baked macaroni and cheese is a wonderfully creamy and extra cheesy side dish that everyone will love. Made with a minimum of three kinds of cheese to make the best mac and cheese that is sure to be a family favorite. You'll be bringing it along to every potluck, cookout, and holiday!

Pair with some oatmeal meatloaf, air fryer chicken tenders, or shake and bake pork chops. Take a look at my post on what to serve with mac and cheese for more ideas.

Jump to:

• ❤️ Why I Love This Recipe
• 🥘 Ingredients
• 🧂 Substitutions
• 🔪 How To Make Southern Baked Macaroni & Cheese
• 💭 Angela's Pro Tips & Notes
• 🥡 Storing & Reheating
• ❓ Recipe FAQs
• 😋 More Tasty Side Dishes
• 📖 Recipe Card
• 💬 Reviews

While this baked mac and cheese is certainly worthy of being one that you reserve for holiday entertaining and family gatherings, I like to mix and bake it up for just any reason. The incredibly smooth, cheesy richness will earn this recipe a top spot in your family's favorite comfort foods.

I know that when I serve this cheesy delight up, it is almost literally inhaled. Demands for more and for the recipe come next.

❤️ Why I Love This Recipe

• Super Creamy. This recipe is fabulously creamy, and with the 3 kinds of cheese, it is definitely a family and kid favorite.
• It's Versatile. A dish that allows you to be creative. You can swap out spices, cheeses, etc. all based on what you have on hand or flavor changes.
• Easy - A super simple recipe that is easy to follow.

🥘 Ingredients

Go ahead and grab a few varieties of cheese the next time you run to the store! You're going to want them for this cheesy dish.

• Elbow Macaroni - 3 cups of uncooked elbow macaroni. Any type of pasta will do, but the best kinds of pasta for this mac and cheese are Penne, Rigatoni, Rotini, and Conchiglie (little shells).
• Milk - 1 cup of whole milk. This helps make the dish rich and creamy.
• Heavy Cream - 1 cup of heavy cream, which helps add thickness to the cheese sauce. (Don't have it? See my substitutions)
• Eggs - 2 large eggs. Fresh is best, and the egg will add additional richness and creaminess.
• Cheese - For this recipe, I am using 3 kinds of cheese: 2 cups of sharp cheddar, 1 cup of Colby Jack, and 4 ounces of American cheese. You can really use whatever you like for yours, so try different flavors! Take a look at my post on the best kinds of cheese for mac and cheese to learn more.
• Seasoning - 1 teaspoon of garlic powder, 1 teaspoon of onion powder, and ½ teaspoon each of cayenne pepper, salt, and pepper. Adjust these to your tastes or omit any that you do not like.

🧂 Substitutions

Most commonly, people will ask me for a substitute for the heavy cream in mac & cheese. There are many alternatives you can substitute and still get a beautifully creamy macaroni and cheese. Here are a few of my favorites.

• Best - You can substitute 1 cup heavy cream with ¾ cup whole milk plus ¼ cup melted butter and stir until combined.
• Better - You can substitute 1 cup of heavy cream for 1 cup of cream cheese. (This will change the flavor slightly, but it is still delicious!)
• Good - You can substitute 1 cup heavy cream for 1 cup milk, plus 2 tablespoons cornstarch, whisked into the milk.

🔪 How To Make Southern Baked Macaroni & Cheese

This dish is super simple- you only need to boil your noodles, make your cheese sauce, pour it over the macaroni, stir, and bake. You will need a 9x13 baking dish, a pot, a mixing bowl, a whisk, and a cheese grater.

This recipe is perfect for the holidays, parties, or potlucks as it makes 10 servings!

Cook The Pasta

1. Preheat. To start, preheat your oven to 350ºF (175ºC/Gas Mark 4) and butter or spray your 9x13 baking pan or 3 qt casserole dish with non-stick cooking spray.
2. Cook the pasta. Liberally salt your water for boiling 3 cups (420 grams) of pasta in and cook the pasta as directed on the box, minus approximately two minutes to get an al denté (ie. firm to the bite) texture.
3. Rinse. Once the pasta is cooked, drain and rinse in cold water. Then set aside.

Make The Sauce

1. Whisk. While the pasta is cooking, whisk 2 large eggs (100 grams) in a large bowl until frothy. Add 1 cup (244 grams) of milk and 1 cup (238 grams) of heavy cream, then stir to combine.
2. Add cheese. Reserve 1 cup (113 grams) of the sharp cheddar cheese, and add 1 cup (113 grams) of cheddar, 1 cup (132 grams) of Colby Jack, and 4 ounces (113 grams) of American cheese to the milk mixture.
3. Add the seasoning. Mix in 1 teaspoon of both garlic powder and onion powder and ½ teaspoon each of salt, pepper, and cayenne pepper.
4. Stir. Add the cooked pasta, then stir all of the ingredients together.

Bake & Serve

1. Bake. Transfer the macaroni and cheese to your prepared baking dish and place in the center of your oven. Bake uncovered at 350ºF (175ºC/Gas Mark 4) for 40 minutes.
2. Cool. Remove from the oven and allow the baked macaroni and cheese to cool before serving. Don't worry if your mac n cheese looks a bit wet or milky, as it will set up during the cooling time.
3. Broil. If desired, to brown the cheese topping, you can broil the mac and cheese for the last five minutes of the cooking time. If you opt for this, don't walk away! Your cheesy topping will go from a lovely browned color to burn before you know it!

💭 Angela's Pro Tips & Notes

• Do not forget to undercook your pasta! For best results, cook the pasta according to package directions minus 2 minutes. Rinse under cold water to stop the pasta from continuing to cook.
• Get out your cheese grater. The best cheese is block cheese in this recipe. The already shredded cheeses in your grocer's dairy section have additives that prevent the same melting quality of freshly grated cheeses.
• To get a lovely browned topping, you can broil the baked mac and cheese for the last five minutes of the cocking time. Watch your dish closely, though, as the cheesy topping goes from browned to burnt really quickly!!

🥡 Storing & Reheating

Once cooled, place your leftovers into a sealed container and store it in the fridge for 3-5 days.

If you do happen to have any leftovers, this recipe is perfect for making leftover mac and cheese bites. Try my breaded mac and cheese bites or my simple baked mac and cheese bites for an extra delicious way to use your leftover macaroni and cheese!

Portion your macaroni into single servings, if desired, and then place them into freezer-safe storage containers. Freeze for up to 3 months.

Check out my post on how to freeze mac and cheese to learn more.

Reheating

Stir a couple of tablespoons of milk into your macaroni and cheese (depending on how much you are reheating). Then, cover the dish tightly with foil and bake it in the oven at 350ºF (175ºC/Gas Mark 4) until heated through.

For smaller portions, you can also use the microwave.

Take a look at my post on how to reheat mac and cheese to learn more.

❓ Recipe FAQs

😋 More Tasty Side Dishes

• Steamed Corn On The Cob - A simple, 15-minute method of preparing delicious corn on the cob.
• Lobster Salad - Tender lobster, creamy dressing, and crunchy celery make this a winning side dish.
• Curry Rice - Incredibly flavorful rice that pairs wonderfully with any type of meat.
• Pasta Salad - Chilled pasta is tossed in homemade Italian dressing.
• Cheesy Baked Asparagus - Tender pieces of asparagus are smothered in cheese sauce.
• Air Fryer Baby Potatoes - Bite-sized potatoes that are crisp on the outside but amazingly fluffy on the inside.

📖 Recipe Card