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.
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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.
Be sure to see the free printable recipe card below for ingredients, exact amounts & instructions with tips!
🧂 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
- 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.
- 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.
- Rinse. Once the pasta is cooked, drain and rinse in cold water. Then set aside.
Make The Sauce
- 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.
- 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.
- Add the seasoning. Mix in 1 teaspoon of both garlic powder and onion powder and ½ teaspoon each of salt, pepper, and cayenne pepper.
- Stir. Add the cooked pasta, then stir all of the ingredients together.
Bake & Serve
- 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.
- 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.
- 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!
💭 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.
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❓ Recipe FAQs
Yes, this dish is a wonderful make-ahead freezer meal. Go ahead and prepare your dish, but skip baking it. Wrap it tightly in plastic wrap and then aluminum foil. Label it with the date and then store it in the freezer for up to 3 months. When ready, you can bake it straight from frozen (but it will take longer). Or, you can thaw it in the fridge first.
Some popular mix-ins include diced ham, bacon, sauteed mushrooms, peas, or caramelized onions. You could also sprinkle some breadcrumbs over the top of the dish before baking for some added crunch!
For this recipe, I use American, sharp cheddar, and Colby, which are all great choices! Other fantastic options include mozzarella, smoked gouda, gruyere, fontina, white cheddar, and Monterey jack. I have an entire post dedicated to the best kinds of cheese for macaroni that you can check out!
😋 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.
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📖 Recipe Card
Southern Baked Macaroni and Cheese
Ingredients
- 3 cups elbow macaroni (uncooked)
- 1 cup whole milk
- 1 cup heavy cream
- 2 large eggs
- 2 cups sharp cheddar cheese (shredded)
- 1 cup Colby jack cheese (shredded)
- 4 oz American cheese (more of you want your mac n cheese even creamier)
- 1 teaspoon garlic powder
- 1 teaspoon onion powder
- ½ teaspoon each, salt & pepper (to taste)
- ½ teaspoon cayenne pepper
Instructions
- Preheat your oven to 350°F (175°C) and butter or spray your 9 x 13 baking dish with non-stick cooking spray.
- Cook the elbow macaroni pasta according to the boxed directions, but remove the pasta 2 minutes earlier than the recommended cooking time (for an al dente texture).
- Drain the pasta and rinse with cold water. Set aside.
- In a large bowl, whisk the eggs until frothy. Then add milk and heavy cream, stir to combine.
- Add the cheeses, reserving 1 cup sharp cheddar cheese for the topping, and the seasoning (garlic powder, onion powder, salt, pepper, and cayenne pepper) as well as the cooked pasta. Stir to combine.
- Transfer to your baking dish and top with reserved 1 cup of sharp cheddar cheese.
- Bake uncovered in the center of your oven at 350°F (175°C) for 40 minutes.
- Allow the Southern baked macaroni and cheese to cool for 10 - 15 minutes before serving. *The macaroni and cheese may appear jiggly, but sets up while cooling.
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!!
Kristine S says
I don’t think I’ve ever used eggs in Mac and cheese before. I honestly can’t remember what cheeses I used, but one was smoked. I also tried a new shape of pasta. I can’t give its name because the writing on the bag is Italian.
It came out grainy. Not sure what causes this. It’s never happened before, so I’m guessing it could be one of the cheeses I used. I liked the bite of the mysterious pasta. I don’t know if I’ll make it again, because there are many Mac and Cheese to try, but I enjoyed making it! Thanks!
Anita says
This was very good! I used what I had on hand (cheddar and Gruyère) and it was so yummy!
Angela @ BakeItWithLove.com says
Sounds delicious! I'm a fan of using Gruyere in anything!
Kathleen says
Hi,
Does this recipe require full egg or egg whites to make it frothy?
Coming from a newbie!
Angela @ BakeItWithLove.com says
The recipe notes large eggs, so that would be the whole egg. Thanks for asking!
Livia says
J'aime beaucoup cette recette que j'ai déjà essayée, merci.
I really like this recipe that I have already tried, thank you.
Sharon says
Thanks for this, came out very nice.