- Prepare the Ingredients

Gather all ingredients: 1 lb elbow macaroni, 1/2 cup unsalted butter, 1/2 cup all-purpose flour, 4 cups whole milk, 4 cups shredded sharp cheddar cheese, 8 oz cream cheese (softened), 2 large eggs, 1 tsp dry mustard powder, 1/4 tsp cayenne pepper, 1 tsp salt, 1/2 tsp black pepper, 1 cup panko breadcrumbs, and 2 tbsp melted butter for topping.
- Cook the Pasta
Bring a large pot of salted water to a rolling boil. Add the elbow macaroni and cook according to package directions until just al dente (usually 7-8 minutes). Drain the pasta in a colander but do not rinse; the starch helps the sauce cling. Set aside.
- Make the Cheese Sauce
In a large Dutch oven or heavy-bottomed pot, melt the 1/2 cup butter over medium heat. Whisk in the flour and cook, stirring constantly, for about 2 minutes until the roux is bubbly and pale golden. Gradually pour in the milk, whisking continuously to prevent lumps. Bring the mixture to a gentle simmer and cook for 3-4 minutes until slightly thickened. Reduce heat to low. Stir in the shredded cheddar and cream cheese until completely melted and smooth. Season with mustard powder, cayenne, salt, and pepper. In a small bowl, beat the two eggs. Temper them by slowly whisking in about 1 cup of the hot cheese sauce. Then, gradually whisk this tempered egg mixture back into the main pot of sauce.
- Assemble and Bake

Preheat your oven to 350°F (175°C). Grease a 9x13 inch baking dish. Add the drained pasta to the cheese sauce, folding gently until every piece is coated. Pour the mixture into the prepared dish. In a small bowl, mix the panko breadcrumbs with the 2 tbsp melted butter. Sprinkle this topping evenly over the macaroni. Bake for 30-35 minutes, or until the top is golden brown and the edges are bubbling. Let it rest for 10 minutes before serving to allow it to set slightly.
- Calories:450 kcal
- Protein:20 g
- Carbohydrates:40 g
- Sugar:5 g
- Salt:1 g
- Energy:1883 kJ
- Fat:25 g
There’s a specific kind of hunger that only a truly great mac and cheese can satisfy. It’s not just about the cheese—it’s about that golden, bubbly crust giving way to a luxuriously creamy interior. For me, that perfect bite has always been found in a classic southern mac and cheese. This isn’t just a side dish; it’s a centerpiece, a labor of love passed down through generations, and today, I’m sharing my take on that iconic comfort food.
The Humble Origins of a Legend
While macaroni and cheese has roots tracing back to Europe, the Southern version carved its own path in American soul food. It became a staple at church suppers, family reunions, and holiday tables, where its rich, custardy texture and sharp cheese flavor could feed a crowd and warm hearts. The key difference? Often, it involves a stovetop cheese sauce enriched with eggs before baking, resulting in a sliceable, pie-like consistency that holds its own on a plate.
What Makes This Southern-Style Mac and Cheese Special
Forget the boxed stuff. This version is about depth. A roux-based sauce, made with patience, ensures no grainy cheese. The addition of cream cheese adds a tangy silkiness, while a whisper of cayenne and dry mustard provides a background warmth that lifts the sharp cheddar without overwhelming it. The final bake transforms it into a cohesive, golden-brown masterpiece with a slight crisp on top and a tender, almost pudding-like center.
The Pro-Tip: Temper Those Eggs!
My ‘Aha!’ moment was learning to temper the eggs. To avoid scrambled eggs in your sauce, whisk a small amount of the hot milk mixture into the beaten eggs first to gently warm them. Then, slowly whisk this tempered egg mixture back into the main pot. This gradual introduction of heat is the secret to a smooth, custardy bake without curdling.
Serving & Pairing Ideas
This dish shines alongside smoky barbecued ribs or crispy fried chicken. For a vegetable pairing, try buttery collard greens or a bright tomato salad to cut through the richness. A glass of slightly sweet iced tea or a crisp, hoppy pale ale balances the creamy cheese perfectly. Don’t forget to explore our recipe collection for more pairing inspiration.
Customizing Your Southern Baked Mac and Cheese
This southern mac and cheese recipe is wonderfully adaptable. For a smokier flavor, swap half the cheddar for gouda. To make a southern baked mac and cheese with a kick, add a diced jalapeño to the sauce. For a gluten-free version, use your favorite GF pasta and cornstarch instead of flour for the roux. Need it richer? Substitute a cup of the milk for heavy cream.
Make-Ahead & Storage Tips
You can assemble the dish (without baking) up to a day ahead; cover and refrigerate. Add 10-15 minutes to the baking time if going straight from the fridge. Leftovers reheat beautifully in a 350°F oven covered with foil until warmed through. For more science-backed cooking tips, check out Serious Eats.
Frequently Asked Questions
Can I use pre-shredded cheese? I highly recommend shredding your own block cheese. Pre-shredded bags contain anti-caking agents that can make the sauce grainy and less smooth.
Why did my sauce break? This usually happens if the heat is too high when adding the cheese. Keep the heat on low and stir constantly until the cheese is fully melted and incorporated.
How do I get a crispier top? For extra crunch, sprinkle buttered panko breadcrumbs over the top before baking. The high heat will toast them to perfection.
So, there you have it. My go-to recipe for the ultimate comfort food. It’s a dish that demands to be shared, so gather your people, preheat your oven, and get ready for the best mac and cheese of your life. I’d love to hear how yours turns out—tell me in the comments!

















