Southern-Style Baked Mac and Cheese

 

Welcome to My Table: Let’s Make the Ultimate Comfort Food

Hey there, friend! Come on in, pull up a stool, and let’s get something simmering on the stove. If your soul craves a dish that feels like a warm, cheesy, absolutely irresistible hug, you’ve landed in the perfect spot. Today, we’re diving headfirst into the glorious, golden world of Southern-Style Baked Mac and Cheese. This isn’t the boxed stuff of your college days (though we hold no judgment here!). This is the real deal—the kind of mac and cheese that stars at potlucks, earns you a permanent spot at the holiday table, and creates a hush the moment it’s pulled from the oven, its crust shimmering and its center begging to be scooped.

This recipe is a celebration of simplicity and soul. It’s built on a foundation of creamy, custardy goodness and a mix of cheeses that sing in harmony. We’re talking rich, sharp cheddar, wonderfully stretchy mozzarella, and a buttery, golden-brown top that crackles under your spoon. The best part? You don’t need a culinary degree to master it. My goal is to walk you through each step, sharing all my favorite kitchen hacks and stories, so you can create this unforgettable dish with confidence and a whole lot of joy. So, tie on your favorite apron (the messy one with all the stains tells the best stories), and let’s make some magic!

The Dish That Built a Family Tradition

For me, this mac and cheese will forever smell like my Grandma Eleanor’s kitchen on a crisp Thanksgiving morning. The Macy’s parade would be blaring on the small TV in the corner, but the real show was in that oven. I was always her designated “cheese shredder,” a job I took with the utmost seriousness, even if a significant amount of cheddar never actually made it into the bowl. Her recipe was never written down; it was a pinch of this, a “glug” of that, taught with a wink and a nudge.

The year I moved into my first apartment, I was determined to recreate it for my own Friendsgiving. After a slightly panicked phone call (“Grandma, what’s a ‘glug’ in actual measurements?!”) and one slightly over-seasoned test batch, I finally nailed it. The moment my friends dug in, their eyes wide and mouths full, I knew I had unlocked a new tradition. It was more than a side dish; it was a connection, a piece of my history passed down and now shared with my chosen family. That’s the power of food, and it’s exactly why this recipe holds such a special place in my heart (and my recipe box).

Gathering Your Cheesy Arsenal

Here’s everything you’ll need to create this masterpiece. Remember, quality ingredients make a difference, especially when the recipe is this beautifully simple!

  • 16 oz elbow macaroni: The classic choice! Its small, tube-like shape is perfect for cradling all that creamy sauce. Chef’s Insight: Don’t overcook it! We’ll boil it just shy of al dente because it will continue to cook and soak up flavor in the oven.
  • 4 tbsp unsalted butter: For tossing with the drained pasta. This creates a light barrier that helps prevent the noodles from sticking together and adds a lovely, rich base flavor.
  • 3 cups shredded sharp cheddar cheese: The star of the show! Its bold, tangy flavor is non-negotiable for that classic taste. Pro Tip: Always shred your own cheese from a block! Pre-shredded bags contain anti-caking agents that can make your sauce grainy and less smooth.
  • 1 cup shredded mozzarella cheese: Our secret weapon for that epic, irresistible pull. Monterey Jack is a fantastic substitute here if you prefer a slightly milder, creamier melt.
  • 2 cups whole milk & 1 cup evaporated milk: This dynamic duo forms our custard base. The whole milk provides richness, while the evaporated milk gives it a luxurious, ultra-creamy texture and helps it set up perfectly without being watery. Substitution Tip: You can use all whole milk in a pinch, but the evaporated milk really is a game-changer for texture.
  • 2 large eggs: The key to the custard! They bind everything together, creating a rich, sliceable mac and cheese rather than a soupy one.
  • 1 tsp salt, ½ tsp black pepper, ½ tsp garlic powder, ½ tsp onion powder, ¼ tsp paprika: Our flavor brigade! This combination adds a deep, savory backbone that makes the cheese flavors pop. The paprika also gives the top a beautiful color.
  • Optional: ½ tsp hot sauce or ¼ tsp cayenne pepper: Just a tiny bit! You won’t taste the heat, I promise. It simply enhances the other flavors and cuts through the richness. Highly recommended!
  • Optional: ½ cup sour cream: For those days when you want to go next-level decadent. It adds a wonderful tang and makes the final dish even creamier.

Let’s Get Cooking: Building Your Masterpiece

Ready? Let’s transform these simple ingredients into pure comfort. Read through all the steps first, and remember—cooking is supposed to be fun, so don’t stress!

  1. Preheat and Prep: Preheat your oven to 350°F (175°C). Take a 9×13-inch baking dish and give it a light coating of butter or non-stick spray. This is our golden vessel of joy! Chef’s Hack: Place a large baking sheet on the rack underneath where you’ll place the dish. This catches any potential bubbly-over cheese drips and saves you from a smoky kitchen and a messy oven cleanup!
  2. Cook the Pasta: Bring a large pot of well-salted water to a rolling boil. Add the elbow macaroni and cook for about 1 minute less than the package directions for al dente. We want the pasta to still have a slight bite because it will continue to cook in the oven. Drain it well, then immediately return it to the hot pot and toss it with the 4 tablespoons of butter until it’s all melted and coated. This buttery blanket is our first layer of flavor and prevents clumping.
  3. Create the Custard Base: In a large bowl, whisk together the whole milk, evaporated milk, and eggs until they are completely smooth and homogenous. This is crucial! You don’t want streaks of cooked egg white in your final dish. Now, whisk in all of your seasonings: the salt, pepper, garlic powder, onion powder, paprika, and that optional hot sauce or cayenne. Give it a taste and adjust if needed—remember, the cheese will add saltiness, so it should taste just a tad seasoned at this point.
  4. Layer the Goodness: Now for the fun part! Spread half of your buttered macaroni in an even layer in your prepared baking dish. Top it with half of your shredded cheddar and mozzarella cheeses. Repeat with the remaining macaroni and the other half of the cheeses. This layering ensures every single bite is packed with cheesy goodness from top to bottom.
  5. The Grand Pour: Slowly and carefully pour your milk and egg mixture evenly over the entire contents of the baking dish. I like to use a ladle to help distribute it gently so I don’t disrupt my beautiful layers. Take a fork and gently shimmy it around the edges and in a few spots in the middle to help the liquid settle all the way to the bottom.
  6. The Final Touch: For that iconic finish, sprinkle a little extra handful of cheese over the top and dust it with another pinch of paprika. This will create the most beautiful, golden, crackly crust.
  7. Bake to Perfection: Bake, uncovered, for 35-40 minutes. You’re looking for a deeply golden brown top, edges that are bubbling vigorously, and a center that is set (it might still have a very slight jiggle, which is perfect—it will firm up as it rests). If the top is browning too quickly, you can tent it loosely with foil for the last 10 minutes.
  8. The Hardest Part: Let it Rest! I know, I know. The aroma is torture. But do not skip this step! Remove the dish from the oven and let it rest on a wire rack for a full 10 minutes before serving. This allows the custard to fully set, making it creamy and sliceable instead of soupy. It’s the secret to that perfect texture.

How to Serve This Celebratory Dish

This mac and cheese is the life of the party! For a true Southern spread, serve it right from the baking dish at the table—let everyone admire that gorgeous crust before you dive in. Use a large spoon or a square-serving spatula to get those beautiful, clean cuts. It’s the ultimate partner for holiday ham, fried chicken, or smothered pork chops. For a cozy weeknight, just grab two forks and the baking dish and dig in alongside a simple, crisp green salad to balance the richness. However you serve it, serve it with love!

Make It Your Own: Delicious Twists & Swaps

The beauty of this recipe is its versatility! Don’t be afraid to play and customize.

  • Meat Lover’s Delight: Stir in ½ lb of cooked, crumbled bacon or diced ham along with the pasta layers.
  • Veggie Boost: Sauté 1 cup of finely chopped broccoli florets or a handful of fresh spinach and layer it in for a pop of color and nutrition.
  • Spicy Kick: Add a diced jalapeño (seeds removed for less heat) to the layers, or use a pepper Jack cheese instead of mozzarella.
  • Gourmet Cheese Blend: Swap out a cup of the cheddar for Gruyère or Gouda for a more sophisticated, nutty flavor profile.
  • Gluten-Free: Use your favorite gluten-free elbow macaroni and ensure your seasonings are gluten-free. The recipe works perfectly!

From My Kitchen to Yours: A Few Final Thoughts

This recipe has evolved so much from that first phone call with my grandma. I’ve made it in tiny apartments with dodgy ovens and in crowded kitchens with friends all chipping in. I once, in a frantic pre-party moment, tried to substitute pre-shredded cheese and learned the grainy-texture lesson the hard way so you don’t have to! The biggest evolution was adding the eggs for that custard base—it was the final puzzle piece that turned a great mac and cheese into an absolutely legendary one.

Most importantly, this dish has taught me that the best recipes are the ones you make your own. They’re living things, shaped by our memories and our mistakes. So, have fun with it. Put on some music, pour yourself a drink, and enjoy the process. I’m so incredibly excited for you to make this and start your own traditions. Be sure to tag me @OliviasCozyKitchen when you do—I love seeing your creations!

Your Mac and Cheese Questions, Answered!

Q: My baked mac and cheese sometimes turns out watery. What did I do wrong?
A: The most common culprit is not letting it rest! That 10-minute cooling period is non-negotiable for the custard to set. Other factors could be slightly undercooking the pasta (it absorbs more liquid as it bakes) or inaccurate measurements of the milk. Using the evaporated milk helps immensely with this, as it’s thicker and less prone to separating.

Q: Can I make this ahead of time?
A: Absolutely! You can assemble the entire dish up to the point of baking, cover it tightly, and refrigerate it for up to 24 hours. When you’re ready, you may need to add 5-10 minutes to the baking time since it will be going into the oven cold. I don’t recommend freezing it, as the dairy-based sauce can separate and become grainy when thawed and reheated.

Q: Why shred your own cheese? Is it really that important?
A> I promise it is! Pre-shredded cheese is coated with potato starch or cellulose (wood pulp) to prevent it from clumping in the bag. These starches don’t melt well and can create a grainy, gummy texture in your sauce and prevent it from getting super creamy. Taking two extra minutes to shred a block of cheese is the single biggest upgrade you can make to this recipe!

Q: The top isn’t as golden and crispy as I’d like. How can I fix that?
A: For an extra-golden top, you can pop the dish under the broiler for the last 1-2 minutes of cooking. **Watch it like a hawk!** It can go from golden to burnt in seconds. Also, ensure your top layer of cheese is evenly distributed for consistent browning.

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Southern-Style Baked Mac and Cheese

Southern-Style Baked Mac and Cheese


  • Author: OliviaBennett
  • Total Time: 55 minutes

Description

Warm, cheesy, golden, and downright soul-soothing—this mac and cheese is more than comfort food, it’s tradition on a plate. With layers of rich cheddar, stretchy mozzarella, and a custard base that bakes into creamy perfection, this dish is guaranteed to steal the spotlight at holidays, potlucks, or even a cozy weeknight dinner. Let’s bring a little Southern magic to your table today!


Ingredients

Scale
  • 16 oz elbow macaroni

  • 4 tbsp unsalted butter

  • 3 cups shredded sharp cheddar cheese

  • 1 cup shredded mozzarella cheese

  • 2 cups whole milk

  • 1 cup evaporated milk

  • 2 large eggs

  • 1 tsp salt

  • ½ tsp black pepper

  • ½ tsp garlic powder

  • ½ tsp onion powder

  • ¼ tsp paprika

  • Optional: ½ tsp hot sauce or ¼ tsp cayenne, ½ cup sour cream


Instructions

  • Preheat oven to 350°F (175°C). Grease a 9×13-inch baking dish.

  • Cook pasta just shy of al dente, drain, and toss with butter.

  • Make custard base: Whisk together whole milk, evaporated milk, and eggs. Stir in seasonings.

  • Layer: Spread half the pasta, then half the cheeses. Repeat layers.

  • Pour custard evenly over pasta and cheese layers.

  • Top it off with extra cheese and a sprinkle of paprika.

  • Bake uncovered 35–40 minutes until golden and bubbling.

  • Rest 10 minutes before serving for the creamiest texture.

Notes

  • Shred your own cheese for the smoothest melt.

  • Let it rest before serving—this sets the custard.

  • Add bacon, veggies, or swap in Gruyère for your own signature twist.

  • Prep Time: 15 min
  • Cook Time: 40 min

Nutritional Information*

Prep Time: 15 minutes | Cook Time: 40 minutes | Resting Time: 10 minutes | Servings: 8

*This is an approximate estimate calculated using an online nutrition tool. Values may vary based on specific ingredients used.

Per Serving: Calories: ~400 | Fat: 22g | Saturated Fat: 13g | Carbohydrates: 34g | Fiber: 1g | Sugar: 6g | Protein: 16g

Final Thoughts: Your Tradition Starts Now

And there you have it! From my grandmother’s kitchen to yours, a recipe built not just on ingredients, but on memory, connection, and the simple joy of a meal made with love.

Remember, this Southern-Style Baked Mac and Cheese is more than a dish—it’s a blank canvas for your own stories. It’s the quiet satisfaction of pulling a golden, bubbling dish from the oven. It’s the sound of contented silence around the table, broken only by the gentle crack of that perfect crust. It’s the tradition you’re about to create, one cheesy, glorious spoonful at a time.

So don’t be afraid to make it your own. Embrace the little mishaps (they make the best stories later!), play with the add-ins, and most importantly, share it with people who make you happy. You’ve got all the tools, tips, and heart you need to make it unforgettable.

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