This Southern Baked Mac and Cheese is creamy, cheesy, and oh-so-comforting! With layers of gooey cheese and a crunchy topping, it’s the perfect side dish for any meal.
Trust me, once you take a bite, you can’t stop at just one serving! I love to enjoy this cheesy goodness with a side of barbecued ribs—gives it that nice Southern flair!
Key Ingredients & Substitutions
Elbow Macaroni: This classic pasta shape holds the cheese sauce well. You can use other short pastas like shells or penne if you prefer a change in shape.
Cheddar Cheese: I love using sharp cheddar for its strong flavor. You could swap it with mozzarella for a milder taste or mix cheeses like Monterey Jack or Gruyère for a unique twist!
Milk & Cream: Whole milk gives creaminess, but you can use 2% milk if you’re watching calories. If dairy-free, try almond milk and coconut cream, but the taste will change slightly.
Butter: Unsalted butter helps control the salt level in the dish. You can use olive oil or margarine as a buttery substitute, but it may affect the flavor a tad.
Breadcrumbs: I prefer panko for extra crunch. Regular breadcrumbs will work too! If gluten-free, look for gluten-free breadcrumbs or crushed gluten-free crackers.
How Do I Make Creamy Cheese Sauce Without Lumps?
Making a smooth cheese sauce is key for great mac and cheese. Here’s how to do it:
- Start with a roux! Combine equal parts butter and flour in a pan over medium heat, whisking for a few minutes until bubbly but not browned.
- Add milk and cream slowly while whisking continuously. This helps prevent lumps. Stir constantly until the sauce thickens.
- Turn off the heat and mix in the cheese gradually. Stir until it’s fully melted and smooth before adding in the pasta.
This technique will give you a creamy sauce every time. If lumps do form, using an immersion blender can rescue your sauce!

Southern Baked Mac And Cheese
Ingredients You’ll Need:
For the Macaroni:
- 1 lb elbow macaroni
For the Cheese Sauce:
- 4 cups sharp cheddar cheese, shredded (divided: 3 cups + 1 cup for topping)
- 2 cups whole milk
- 1 cup heavy cream
- 1/2 cup unsalted butter (1 stick), divided
- 1/2 cup all-purpose flour
- 1 tsp salt
- 1/2 tsp black pepper
- 1/2 tsp smoked paprika (optional, for mild smoky flavor)
- 1/2 tsp garlic powder
- 1/2 tsp onion powder
For the Topping:
- 1/2 cup breadcrumbs (preferably panko or seasoned)
- 1/4 tsp cayenne pepper or hot sauce (optional, for a subtle kick)
- Fresh parsley or thyme for garnish (optional)
How Much Time Will You Need?
In total, you’ll need about 45-50 minutes, which includes cooking the macaroni and baking the dish to perfection. It’s super fun to make and so worth the wait when you dig into that creamy goodness!
Step-by-Step Instructions:
1. Preparing the Oven and Dish:
First, preheat your oven to 350°F (175°C). While it’s heating up, grab a large baking dish (about 9×13 inches) and butter it well. This helps prevent sticking and adds extra flavor!
2. Cooking the Macaroni:
In a large pot, bring salted water to a boil. Add the elbow macaroni and cook it until it’s al dente, which should take around 6-7 minutes. You want it to be firm since it’ll cook more in the oven. After cooking, drain and set it aside.
3. Making the Cheese Sauce:
In a large saucepan, melt 1/4 cup (half a stick) of butter over medium heat. Once it’s melted, whisk in the flour to create a roux (that’s a fancy word for a thickening mixture). Keep whisking for about 2-3 minutes until it gets bubbly and slightly golden without browning.
4. Adding Milk and Cream:
Slowly pour in the milk and heavy cream while whisking constantly. This prevents any lumps from forming. Keep cooking and stirring until the sauce thickens enough to coat the back of a spoon, which should take around 5-7 minutes.
5. Seasoning the Sauce:
Once thickened, remove it from the heat. Stir in your salt, black pepper, smoked paprika (if using), garlic powder, and onion powder. Add a pinch of cayenne pepper or a splash of hot sauce if you like a bit of heat!
6. Cheese It Up:
Now, gradually add the 3 cups of shredded cheddar cheese into the sauce and stir until everything is melted and smooth. This is where the magic happens!
7. Combine with Macaroni:
Add the drained macaroni to this cheesy deliciousness and give it a good stir to make sure every nook and cranny of pasta is coated in that creamy sauce.
8. Pour Into the Dish:
Carefully pour the mac and cheese mixture into your prepared baking dish and spread it out evenly.
9. Prepare the Topping:
In a smaller saucepan, melt the remaining 1/4 cup of butter and mix in the breadcrumbs. This will give it a nice crunch when baked. Sprinkle this breadcrumb mixture evenly over the mac and cheese along with the last cup of shredded cheddar cheese.
10. Bake to Perfection:
Put it in the oven and bake uncovered for about 25-30 minutes, or until the top is golden brown and bubbly. You’ll know it’s ready when it smells irresistible!
11. For a Crunchy Finish (Optional):
If you want an extra crispy top, you can broil it for another 2-3 minutes but keep a close eye on it to prevent burning. Just a little golden touch really makes it shine!
12. Serve and Enjoy:
After taking it out, let it rest for about 5 minutes to cool slightly. Garnish with fresh parsley or thyme if you’d like. Now, dig in and enjoy your rich, creamy, and cheesy Southern Baked Mac and Cheese with that irresistible golden baked crust!
Can I Use Different Types of Cheese?
Absolutely! While sharp cheddar is a classic choice, feel free to mix in other cheeses like mozzarella, Gruyère, or Fontina for a unique flavor combination. Just ensure that the total amount of cheese remains around 4 cups.
Can I Make This Dish Ahead of Time?
Yes, you can prepare the mac and cheese in advance! Assemble everything but the breadcrumbs, cover it tightly, and refrigerate for up to 2 days. When ready to bake, sprinkle the breadcrumbs on top and follow the baking instructions. You may need to add a few extra minutes to the baking time if it’s cold from the fridge.
What’s the Best Way to Store Leftovers?
Store any leftover mac and cheese in an airtight container in the refrigerator for up to 3 days. When reheating, add a splash of milk to bring back the creaminess and heat gently in the microwave or on the stovetop, stirring occasionally.
Can I Make This Recipe Gluten-Free?
Yes, simply use gluten-free elbow macaroni and substitute the all-purpose flour with a gluten-free flour blend for the roux. The rest of the ingredients are naturally gluten-free, but always double-check labels to be sure!
