A Baked Macaroni and Cheese recipe made the old-fashioned way, with a from-scratch cheese sauce (no Velveeta) and that crunchy, golden cheese topping. If you’re craving some satisfying comfort food, we’ve got you covered with this Southern Mac and Cheese.

Southern Baked Mac and Cheese Recipe

I could give or take most pasta recipes, but a creamy baked mac and cheese with a thick cheese sauce and crunchy, golden baked cheese topping? I’m going in for a giant scoop, every time. Maybe even two.

And there is nothing more disappointing than when a gorgeous mac and cheese turns out to be lacklustre in flavor, or the cheese sauce is too slippery to really coat the noodles. It’s a crime against comfort food.

This baked mac and cheese recipe is comfort food perfection and incredibly easy to whip up. Yes, it takes a little longer to prepare than that little blue box, but it’s well worth the extra baking time and cheese shredding. I will warn you though – once you’ve served this decadent mac and cheese to your family, they may no longer accept any blue box shortcuts.

I just use white pepper, salt and paprika to simply season this mac and cheese but you can incorporate any favorite seasoning blend to really play with the flavors. Italian seasoning, cajun seasoning, seasoning salt, garlic powder, etc – my daughter would probably go crazy for a ranch mac and cheese. Experiment and make this recipe your own. (I also like adding a bit of mustard powder and chili powder, or even chopped jalapeños, but I got in trouble the last time I did that.)

I also like using a blend of two or more cheeses to give our mac and cheese a bit more depth of flavor. I change it up based on whatever I have on hand, but sharp cheddar is always one of the cheeses. You can add pepperjack cheese for a bit of kick or  even give this recipe a gourmet flair by using cheeses like fontina, gouda, Swiss, etc. Some people like adding cream cheese – if you’d like to try that, just stick to one block and use 3 cups of shredded cheese for the remaining cheese.

As always, I highly recommend tasting your recipe throughout the preparation process so you can correct over- or under-seasoning.

Err on the side of under boiling and under baking the pasta. You want some crunchy golden spots on the cheese topping, but over-baking the pasta will start to make the cheese sauce clumpy and less creamy. Over boiling the pasta beyond el dente will result in a mushy mac and cheese after the final baking.

If you want a bread crumb topping, melt 2 Tablespoons of butter in a skillet and add about 1 cup of bread crumbs to toast until lightly golden before adding to your mac and cheese. I personally love crushing fried onions over my mac and cheese.

If you want to add bacon, cook until just under your preferred level of doneness. Drain on paper towel and then chop before stirring into the mac and cheese before baking.

Why I don’t use eggs in my mac and cheese: while some people will rake me over the coals for this, but I’m not a fan of using an egg custard for the mac and cheese base. Egg custards are often used when not making a roux (the flour-butter mixture we use as a base) to serve as a thickener and binding agent. If the eggs aren’t whisked sufficiently with the other ingredients, it can result in little bits of scrambled eggs throughout your mac and cheese. No, thank you. Egg-based mac and cheeses also usually require a lot more cheese to compensate for the egg custard to make the flavor comparable to the roux version. Stick to the roux method, you’ll be happy that you did.

Tips for Making Ahead:

If you need to prepare this baked mac and cheese ahead of time, I highly recommend waiting to bake it until ready to serve. In my experience, even if I cut the baking time short and just reheat in the oven, the sauce loses some of it’s creaminess. Just assemble, cover with tinfoil and refrigerate until ready to bake.

I also do not recommend pre-boiling your pasta. We want the starch on the pasta noodles to be fresh when we go to coat it with the cheese sauce – which is also why we don’t rinse the pasta. Rinsing the starch off will result in a slippery noodle that the sauce can’t coat as effectively. 

Can you freeze baked mac and cheese? If you are freezing before baking, freeze the cheese sauce on it’s own. Freezing with the pasta will result in a soggy, grainy mac and cheese. Freeze in an airtight freezer container and allow to thaw at room temperature before reheating and mixing with the pasta. (This set of freezer containers is a crazy bargain.)

Check out our quick recipe video to see how to make this Southern Mac and Cheese for yourself and then don’t forget to scroll down to grab your free printable recipe card:

Southern Mac and Cheese Ingredients

• Uncooked Pasta
• Butter
• All-Purpose Flour
• Milk <– I always use full fat milk in all of my recipes, and this one is no exception. The fat helps build the cheese sauce and contributes to the rich flavor
• Heavy Whipping Cream
• Shredded Cheese <– I used a blend of two cheeses but you can add as many as you’d like. Shred the cheese yourself as pre-shredded cheese contains additives that can affect melting and result in a less creamy cheese sauce
• Salt
• White Pepper
• Paprika

Scroll down to the printable recipe card for full measurements.

Tip: I highly recommend shredding your own cheese and skipping the pre-shredded cheeses as they add anti-clumping ingredients that alter how the cheeses melt and can result in a pasty flavor.

Kitchen Tools You May Find Helpful

• Measuring Cups and Spoons
• Large Stockpot
• Large Saucepan
• Wooden Spoon or Spatula <– I like these spatulas because they are one solid piece and don’t have removable heads for bacteria to get trapped underneath. Plus they are heat-resistant and have a lifetime warranty
• 9″ x 13″ Casserole Dish <– I love these Pyrex dishes with fitted lids for easy transportation to parties or leftover storage
• Whisk
• Cheese Shredder

How to Make Southern Mac and Cheese

Preheat oven to 325ºF.

Grease a 9” x 13” casserole dish. Set aside.

In a large stockpot, melt the butter over medium heat.

Meanwhile, in a separate pot, prepare the macaroni according to package directions, but cook just under your preferred level of doneness to ensure the mac and cheese doesn’t end up overcooked and mushy.

Once the butter is melted, whisk in flour to form a roux (paste). Add the seasoning, to taste.

Whisk in the milk and cream and set heat to medium-high.

Whisk in 3 cups of the cheese and continue whisking as the mixture cooks and thickens.

Drain the pasta but do not rinse.

When the cheese has completely melted into the sauce, pour the sauce over the cooked macaroni.

Fold the macaroni and cheese into the prepared casserole dish.

Top with remaining 1 cup of cheese.

Bake for 25 minutes, or until the cheese on top is browned and completely melted.

Allow the mac and cheese to sit for about 5-10 minutes before serving, so the cheese sauce has time to set up.

Pin this Easy Baked Mac and Cheese recipe:

Grab your free printable for our Southern Baked Mac and Cheese recipe:

Continue to Content

Yield: 8 servings

Southern Baked Mac and Cheese

Print

Perfect creamy and seasoned baked mac and cheese with a golden, crunchy cheese topping. This Southern-Style baked mac and cheese uses no eggs, just a velvety homemade cheese sauce that takes less than 10 minutes to whip up

Prep Time 5 minutes

Cook Time 35 minutes

Total Time 40 minutes

Ingredients

• 4 cups uncooked pasta
• 6 Tablespoons butter
• 6 Tablespoons flour
• 1 1/2 cups milk
• 1/2 cup heavy whipping cream
• 4 cups shredded cheese (I used a blend of two cheeses)
• 2 teaspoons salt
• 1 teaspoon white pepper*
• 1 teaspoon paprika

Instructions

1. Preheat oven to 325ºF.
2. Grease a 9” x 13” casserole dish. Set aside.
3. In a large stockpot, melt the butter over medium heat.
4. Meanwhile, in a separate pot, prepare the macaroni according to package directions, but cook just under your preferred level of doneness to ensure the mac and cheese doesn't end up overcooked and mushy.
5. Once the butter is melted, whisk in flour to form a roux (paste). Add the seasoning, to taste.
6. Whisk in the milk and cream and set heat to medium-high.
7. Whisk in 3 cups of the cheese and continue whisking as the mixture cooks and thickens.
8. Drain the pasta but do not rinse.
9. When the cheese has completely melted into the sauce, pour the sauce over the cooked macaroni.
10. Fold the macaroni and cheese into the prepared casserole dish.
11. Top with remaining 1 cup of cheese.
12. Bake for 25 minutes, or until the cheese on top is browned and completely melted.
13. Allow the mac and cheese to sit for about 5-10 minutes before serving, so the cheese sauce has time to set up.

Notes

*Adjust the seasoning to your personal preferences and feel free to swap out our suggested seasonings for your personal favorites. I like amping up the white pepper a bit, ranch seasoning or Italian seasoning would also be delicious for a twist!

Recommended Products

As an Amazon Associate and member of other affiliate programs, I earn from qualifying purchases.

• 
  Chiquilin Mild, Smoked and Hot Spanish Paprika Set (Pack of 3)
• 
  Barilla Elbows Pasta, 32 oz
• 
  Tillamook Medium Cheddar Cheese, 2 lb (Packaging May Vary)

Nutrition Information:

Yield:

8

Serving Size:

1
Amount Per Serving: Calories: 572Total Fat: 35gSaturated Fat: 20gTrans Fat: 1gUnsaturated Fat: 11gCholesterol: 99mgSodium: 997mgCarbohydrates: 44gFiber: 2gSugar: 2gProtein: 22g

Sugar, Spice and Glitter uses an auto-generate nutrition calculator. Nutrition information isn’t always accurate unless analyzed in a scientific lab, so these should be considered more of a guideline than medical information.

Pin this Recipe for Later

Please leave a comment on the blog or share a photo on Pinterest

I hope your family loves this decadent mac and cheese recipe – it’s a family favorite around here!

For more delicious pasta recipes, check out our full pasta recipe collection here:

And for more amazing side dishes, check out our full collection of side dish recipes here: