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The Ultimate Creamy & Crispy Southern Baked Macaroni and Cheese (Classic Soul Food Style)

A close-up of a thick, cheesy slice of southern baked macaroni and cheese with a golden-brown crust.

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Make the best Southern Baked Macaroni and Cheese with a rich, creamy interior and a perfectly golden, slightly crisp top. This classic custard-style recipe is the essential comfort food for your holiday table or Sunday dinner.

Ingredients

Scale
  • 1 pound elbow macaroni
  • 1/2 cup (1 stick) unsalted butter, plus more for greasing
  • 1/2 cup all-purpose flour
  • 1 teaspoon salt
  • 1/2 teaspoon black pepper
  • 1/4 teaspoon cayenne pepper
  • 1/4 teaspoon paprika
  • 4 cups whole milk
  • 1 (12 ounce) can evaporated milk
  • 4 large eggs, lightly beaten
  • 8 ounces sharp cheddar cheese, shredded
  • 8 ounces Monterey Jack cheese, shredded
  • 4 ounces Velveeta or American cheese, cubed (for extra melt)
  • 1 cup shredded sharp cheddar cheese (for topping)

Instructions

  1. Preheat your oven to 375 degrees Fahrenheit. Grease a 9×13 inch baking dish with butter.
  2. Cook the elbow macaroni according to package directions until just al dente. Drain well and set aside.
  3. In a large saucepan over medium heat, melt the 1/2 cup of butter. Whisk in the flour, salt, pepper, cayenne, and paprika. Cook this roux for 1 minute, stirring constantly.
  4. Gradually whisk in the whole milk until the mixture is smooth. Continue cooking, stirring often, until the sauce thickens enough to coat the back of a spoon, about 5 to 7 minutes. Do not let it boil rapidly.
  5. Remove the saucepan from the heat. Whisk in the evaporated milk.
  6. In a separate bowl, lightly beat the eggs. Temper the eggs by slowly whisking about 1 cup of the hot milk mixture into the eggs. Then, slowly pour the egg mixture back into the saucepan with the remaining milk mixture, whisking constantly. This creates the custard base.
  7. Stir in the 8 ounces of sharp cheddar, Monterey Jack, and cubed Velveeta/American cheese until fully melted and smooth. Taste the sauce and add more salt or pepper if needed.
  8. Gently fold the cooked, drained macaroni into the cheese sauce until everything is evenly coated.
  9. Pour the macaroni mixture into the prepared baking dish. Sprinkle the remaining 1 cup of sharp cheddar cheese evenly over the top.
  10. Bake for 30 to 35 minutes, or until the sauce is bubbly and the top is golden brown and slightly set.
  11. Let the baked macaroni and cheese rest for 10 minutes before serving. This allows the custard to set for the best texture.

Notes

  • For the best crispy top, you can sprinkle 1/4 cup of panko breadcrumbs mixed with 1 tablespoon of melted butter over the final layer of cheese before baking.
  • Shred your own cheese. Pre-shredded cheese contains anti-caking agents that prevent it from melting as smoothly into the custard base.
  • This dish is excellent for making ahead. Assemble the entire casserole, cover tightly, and refrigerate for up to 24 hours. Add 10-15 minutes to the baking time if baking straight from the refrigerator.

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