Southern macaroni and cheese loaded with three different cheeses, butter, and milk to create the ultimate cheesy dish.
Since you enjoy a good ol' mac n' cheese, you gotta check out this decadent Lobster Mac and Cheese and this crab infused version!

Why is this the best southern macaroni and cheese you ask? Well, because it is loaded with cheesy goodness and pops with soooooo much flavor in every bite! It gets it's "southern charm" because of the butter and seasoning flavors intertwined throughout the dish.
Let's face it- southern macaroni and cheese is not going to be diet-friendly, but it's definitely delicious and worth every single bite! Everything in moderation right? Besides, this southern macaroni and cheese is a show-stopper every time it shows up on the dinner table or even cookouts!
Short backstory behind the infamous southern macaroni and cheese: every thanksgiving we have this one aunt that brings some banging mac & cheese to dinner.
I mean, it's so good that you automatically know that's the first thing you gotta pile on your plate because it's gone in a matter of minutes! This is the one dish that you don't have the opportunity to go back for seconds.
So one Thanksgiving I got smart and mosied my way into the kitchen to watch her make it. The ingredient that set-it-off was the butter! She was not shy with it, using a whole stick.
Not only is there quite a bit of butter, but she uses 3 different types of cheese to give it a distinct and delicious cheesy flavor.
The staple cheese though- is Velveeta. No matter how much we love to hate Velveeta cheese, it is an awesome ingredient to have on hand; it melts well and can be used in so many different recipes. Then she added a few staple seasonings, and wah-lah, southern macaroni and cheese is born!
It's much more simple to make than you may know, but a few important things about it:
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Do not skimp on the butter! It really makes or breaks this one
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You must use Velveeta cheese, it adds to the creaminess of it all
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Seasoning is of the utmost importance, or it will taste super bland
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Not sure why- but I feel like layering the pasta, cheeses, & butter makes it so much better!
Trust me on this one!
📖 Recipe
Southern Macaroni & Cheese
Southern macaroni and cheese loaded with three different cheeses, butter, and milk to create the ultimate cheesy dish.
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 Seasoning 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.
- Begin layering pasta, cheeses, and butter, reserving half of the cheddar cheese for the topping.
- Add the milk and the seasoning and mix thoroughly.
- 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.
Jazz
Yaaaasss! This mac and cheese is it. I'm not looking for anything healthy lol.
Tamara J.
This mac n' cheese is a true classic!
Christy Hoover
I made this for dinner and it was delicious. So smooth and creamy!
Tamara J.
Wonderful! So happy you enjoyed it.
Kaluhi
Absolutely delightful and perfectly creamy!!!
Tamara J.
Thank you Kaluhi!
Jayne Rain
I made this with my boys and they loved it so much. I must say the combination of the 3 kinds of cheese brings out the unique flavor of this mac and cheese.
Tamara J.
Awesome! So happy you guys enjoyed it!
Katrina Adams
I love a good and creamy Mac and cheese!! Saving this recipe!!
Tamara J.
Wonderful, enjoy!
Tisha
Yess this Mac n cheese looks perfect! I must try!
Tamara J.
You definitely should! Thanks.
Capri
This mac and cheese is soooo good! My family devoured the whole dish in minutes. Your tips about seasoning the dish and layering the cheese and pasta were so helpful! Thanks for the recipe
Tamara J.
Absolutely! So glad you guys enjoyed it!
Aline
Creamy mac and cheese is where it's at!!!!!! There's nothing better!! This recipe looks insanely delicious!
Tamara J.
You're right! Thanks Aline!
Marta
Making a deliciously creamy mac and cheese is an art form and you've nailed it!
Tamara J.
Thank you!