This Southern Baked Mac And Cheese is all about creamy, cheesy goodness! Made with rich cheeses and a crunchy topping, it’s comfort food at its best!
You really can’t go wrong with this dish—it’s perfect for family gatherings or just a cozy night in. I love pairing it with some greens for a tasty balance!
Key Ingredients & Substitutions
Elbow Macaroni: This is the classic pasta choice for mac and cheese. If you’re out of elbow macaroni, you can use shells, penne, or fusilli instead for a fun twist!
Sharp Cheddar Cheese: A must for that rich flavor! If you want a milder cheese, go for mild cheddar or even a mix of cheeses like Gouda or Colby Jack.
Monterey Jack Cheese: This cheese adds creaminess. If it’s not available, a good substitute is Havarti or mozzarella for a stretchy texture.
Butter: Unsalted butter is ideal, but if you have salted butter, just reduce the added salt a bit. You can also use olive oil for a healthier option.
Panko Breadcrumbs: They give a crunchy topping. Regular breadcrumbs work too, but panko offers extra crispiness. If gluten-free, check for gluten-free panko!
How Do You Make a Creamy Cheese Sauce?
The key to a velvety cheese sauce lies in making a roux and properly whisking the milk. Here’s how to do it:
- Start with butter and flour to create a roux. Mix them over medium heat until golden.
- Gradually add milk and cream, whisking constantly to avoid lumps. Patience is key here!
- Let the mixture heat until it thickens enough to coat a spoon. This can take about 6-8 minutes.
- Then, remove from heat, and stir in your cheeses until fully melted for that creamy goodness!

Southern Baked Mac And Cheese
Ingredients You’ll Need:
For the Macaroni:
- 1 pound elbow macaroni
For the Cheese Sauce:
- 4 cups sharp cheddar cheese, shredded
- 2 cups Monterey Jack cheese, shredded
- 4 cups whole milk
- 1 cup heavy cream
- 1/2 cup unsalted butter (1 stick), divided
- 1/2 cup all-purpose flour
- 1 teaspoon salt
- 1/2 teaspoon black pepper
- 1/2 teaspoon garlic powder
- 1/2 teaspoon onion powder
- 1/4 teaspoon cayenne pepper (optional, for heat)
- 1 teaspoon mustard powder (optional, for depth)
For the Topping:
- 1/2 cup panko breadcrumbs (optional, for topping)
How Much Time Will You Need?
You will need about 15 minutes to prepare the ingredients, and then about 25-30 minutes to bake. So, plan on around 45 minutes total to enjoy this delightful dish!
Step-by-Step Instructions:
1. Preheat the Oven:
Start by preheating your oven to 350°F (175°C). While it heats, butter a 9×13-inch baking dish (or similar size) to make sure your mac and cheese doesn’t stick!
2. Cook the Macaroni:
In a large pot, bring salted water to a boil. Add the elbow macaroni and cook it uncovered until it’s just al dente, which takes about 6-7 minutes. Drain the pasta and set it aside for later.
3. Make the Cheese Sauce:
In a large saucepan, melt 1/4 cup of the butter over medium heat. Once melted, whisk in the all-purpose flour and cook for 1-2 minutes while whisking constantly. This forms a roux and helps remove the raw flour taste.
4. Add the Milk and Cream:
Slowly pour in the whole milk and heavy cream, whisking continually to prevent lumps. Keep cooking and whisking until the mixture thickens and coats the back of a spoon—this should take about 6-8 minutes.
5. Season the Sauce:
Once thickened, take the sauce off the heat. Stir in the salt, black pepper, garlic powder, onion powder, and any optional spices like cayenne or mustard powder you’d like to use.
6. Melt in the Cheeses:
Now for the fun part—gradually stir in the shredded cheddar and Monterey Jack cheeses. Keep mixing until it’s all melted and creamy!
7. Combine with Macaroni:
Add the cooked macaroni into the cheese sauce, stirring well to coat every piece of pasta with that delicious cheesy goodness.
8. Transfer to Baking Dish:
Pour the cheesy macaroni mixture into your prepared baking dish.
9. Prepare the Topping:
If you’re using panko breadcrumbs, melt the remaining 1/4 cup of butter and toss it with the breadcrumbs. Evenly sprinkle this mixture over the mac and cheese for an extra crunchy topping!
10. Bake:
Place the baking dish in the preheated oven and bake uncovered for about 25-30 minutes. You’ll know it’s done when the top is golden brown and bubbly.
11. Broil for Extra Crunch:
If you like a super crispy top, you can broil the mac and cheese for an additional 2-3 minutes at the end. Just keep an eye on it to avoid burning.
12. Let it Rest:
Once it’s out of the oven, let your Southern Baked Mac and Cheese rest for about 5 minutes before serving. This will help everything set a bit more!
Enjoy your rich, creamy, and cheesy Southern-style baked mac and cheese with a perfectly golden crust! It’s sure to be a hit at the dinner table!
Can I Use Gluten-Free Pasta for This Recipe?
Absolutely! You can substitute elbow macaroni with gluten-free pasta. Just ensure you follow the package instructions for cooking time, as it may differ from regular pasta.
How Do I Store Leftover Mac and Cheese?
Store any leftovers in an airtight container in the fridge for up to 3-4 days. To reheat, simply warm it in the microwave or on the stove over low heat, adding a splash of milk if the sauce has thickened too much.
Can I Make This Mac and Cheese Ahead of Time?
Yes! You can prepare the mac and cheese up to the baking stage, then cover and refrigerate it for up to 48 hours. Just bake it straight from the fridge; you may need to add a few minutes to the cooking time.
What Can I Substitute for Heavy Cream?
If you don’t have heavy cream, you can use half-and-half or whole milk. Keep in mind that the sauce may not be as rich, but it will still be delicious!



