Southern Macaroni and Cheese is loaded with three different cheeses, butter, and milk to create the ultimate cheesy dish. Southern baked mac and cheese is a delicious soul food staple that's perfect for holidays, BBQs, and weeknights.

close up view of baked southern macaroni and cheese with a corner piece missing

This isn't your grandma's southern macaroni and cheese, it's better! This recipe is easy to make with no roux required. Load up with three cheeses and buttery for a deliciously decadent indulgence.

Because let's face it- mac and cheese is not going to be diet-friendly, but it's worth every cheesy bite. This side dish is a show-stopper whenever it shows up on the dinner table or cookouts.

For more mac and cheese recipes you gotta check out this decadent Lobster Mac and Cheese and this crab infused version next!

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What is Southern Baked Macaroni and Cheese?
Southern Mac and Cheese Ingredients
How to Make Southern Macaroni and Cheese
Substitutions & Variations
Equipment
Storage
Top tip for the Best Mac and Cheese
FAQ
Related
Pairing
📖 Recipe
Food safety for Southern Mac and Cheese

What is Southern Baked Macaroni and Cheese?

Soul food and southern cuisine are intertwined and macaroni and cheese is at the very center. This dish gets its "southern charm" from the generous serving of butter and seasoning flavors.

It's the simple mixture of milk, cheeses, butter, seasonings and pasta that makes this recipe a traditional southern dish.

a casserole dish full of southern mac and cheese with a fork hovering over it with some macaroni and cheese on it

Southern Mac and Cheese Ingredients

Everyone knows the best southern macaroni and cheese recipe is made with Velveeta. It's the key to a supremely creamy mac and cheese because it melts so well. But butter is the heart of this recipe, so don't skimp on it!

Elbow pasta, par-boiled
Velveeta cheese, cubed
Sharp cheddar cheese
Gouda cheese
Butter
Milk

Cheese Sauce Seasoning

Onion powder
Garlic powder
Seasoning salt
Nutmeg
Black pepper
Paprika

See recipe card for quantities.

How to Make Southern Macaroni and Cheese

Bring water in a stockpot to a rapid boil, adding a pinch of salt to the water for flavor. Then gently pour the pasta into the boiling water and cook for 10 minutes. Drain the water and rinse the cooked macaroni with cold water to stop the cooking process.

a coriander filled with cooked and drained macaroni noodles

Preheat the oven to 350 degrees then spray a 9x13 baking dish with non-stick cooking spray.

Add butter to that same large pot over medium heat. Then add the milk, Velveeta, and seasoning. Gradually add shredded cheese (not the reserved portion) to the pot, gently stirring so the mixture doesn't stick to the bottom of the pan and burn.

Once the cheese sauce is thick enough to coat the back of a spoon, turn off the heat and add your al dente macaroni to the pot.

a pot of cheese sauce with a wooden spoon coated with sauce hovering over the pot

Stir continuously so each noodle is coated with cheese. Then add the macaroni and cheese to the prepared baking dish. Add additional cheese and butter between layers of the mac and cheese.

Reserve half of the cheddar cheese for the topping.

assembled macaroni and cheese in a casserole dish before baking

Cover the dish with aluminum foil and bake for 20-25 minutes. Remove it from the oven, stir, and add the remaining cheese. Then place it back in the oven and bake for 5-10 minutes until a nice golden crust is achieved.

baked macaroni and cheese in a casserole dish

Hint: Have your cheeses prepared (either shredded or cubed) before you begin your cheese sauce. Have it by the stove in a large bowl for easy access.

Substitutions & Variations

Cheese - Swap any of the cheese for Colby jack, Monterey jack cheese, American cheese, or white cheddar to switch up the flavor.
Creamy - Instead of Velveeta, you can enrich your southern macaroni and cheese with sour cream or cream cheese.
Pasta - I love using elbow macaroni but this recipe works with cavatappi too.
Milk - Depending on how thick or creamy you want the cheese sauce to be, you can use evaporated milk, heavy cream, half and half, or whole milk. However, I do not recommend using nonfat milk for this recipe.
Spicy - Want a kick of spice? Infuse the cheese sauce with cayenne pepper or your favorite hot sauce.

southern baked macaroni and cheese in a casserole dish

Equipment

You will need a large stockpot to make the cheese sauce. Use a baking dish to contain the macaroni mixture and cook the southern macaroni and cheese.

a dish full of southern macaroni and cheese with a wooden spoon inserted and multiple pieces missing

Storage

Store leftovers in an airtight container in the fridge for up to 4 days. Reheat individual servings in the microwave or larger portions in the oven at 300°F until warmed through.

To make ahead, assemble the southern macaroni and cheese, seal it with two sheets of aluminum foil and refrigerate or freeze until you're ready to bake it. defrost frozen macaroni and cheese overnight in the fridge before baking.

southern macaroni and cheese cut to reveal the cheesy noodles underneath

Top tip for the Best Mac and Cheese

It's important to layer the pasta, cheeses, and butter. This is how you get the best cheese pull.

a casserole dish full of southern mac and cheese with a fork hovering over it with some mac and cheese on it

FAQ

What are the 3 best cheeses for mac and cheese?

The best 3-cheese combination for baked macaroni and cheese is Velveeta, sharp cheddar cheese, and gouda. Velveeta gives the cheese a creamy quality, sharp cheddar cheese provides that quintessential cheese flavor, and gouda melts well and imparts a sweet, nutty taste for depth of flavor.

What cheeses not to use for mac and cheese?

Avoid cheeses that don't melt well or have overpowering flavors. Cheeses like feta, blue cheese, and Parmesan are generally not recommended because they either have strong flavors or tend to become grainy when melted. Stick to creamy, melt-friendly cheeses like Velveeta, sharp cheddar, and gouda.

Should you put egg in mac and cheese?

Egg is an optional ingredient that people often add when they desire a custard-like consistency. Many Caribbean mac and cheese recipes use eggs but it's not necessary for southern baked macaroni and cheese.

What to add to macaroni and cheese to make it taste better?

Enhance the flavor of homemade mac and cheese by generously adding seasoning and spices like garlic powder, nutmeg, and paprika. Without them, the dish tastes bland.

Looking for other recipes like this? Try these:

Pairing

These are my favorite dishes to serve with southern baked macaroni and cheese recipe:

📖 Recipe

close up view of pan of southern macaroni and cheese with a spoon inserted, removing a scoop

The Best Southern Macaroni and Cheese

Print Recipe Save Rate Recipe

Prep Time: 20

Cook Time: 30

Total Time: 50

Course: Side Dish

Cuisine: American

Keyword: baked mac and cheese, mac and cheese, macaroni and cheese, southern baked macaroni

Servings: people

Calories: 547kcal

Author: Tamara J.

Ingredients

1 pound Elbow pasta par-boiled
8 ounces Velveeta cheese cubed
16 ounces Sharp cheddar cheese shredded, reserve half to sprinkle on top
8 ounces Gouda cheese shredded
1 stick Butter cut into ½ tablespoon slats
2 cups Milk

SEASONING (TO TASTE)

1 tablespoon Onion powder
1 tablespoon Garlic powder
1 tablespoon Seasoned salt
¼ teaspoon Nutmeg
½ teaspoon Black pepper
1 teaspoon Paprika

Instructions

Bring water in a stockpot to a rapid boil, add a pinch of salt to the water for flavor. Gently pour the pasta in to the boiling water and cook for 10 minutes
Drain the water and rinse the pasta with cold water to stop the cooking process.
Preheat the oven to 350 degrees. Spray a 9x13 baking dish with non-stick cooking spray.
Add butter to that same large pot over medium heat. Then add the milk, Velveeta, and seasoning.
Gradually add shredded cheese (not the reserved portion) to the pot, gently stirring so the mixture doesn't stick to the bottom of the pan and burn.
Once the cheese sauce is thick enough to coat the back of a spoon, turn off the heat and add your al dente macaroni to the pot. Stir continuously so each noodle is coated with cheese.
Then add the macaroni and cheese to the prepared baking dish. Add additional cheese and butter between layers of the mac and cheese. Reserve half of the cheddar cheese for the topping.
Cover the dish with aluminum foil and bake for 20-25 minutes.
Remove from oven, stir, and add additional shredded cheese, place back in oven and bake 5-10 minutes until nice golden crust is achieved.

Notes

Any type of shredded cheese can be used in place of cheddar and gouda.

Elbow pasta can be replaced by a variety of different shaped pasta. In the past, I've used the recipe with bow-tie pasta, shells, and a few other varieties.