I just nailed a Southern Baked Macaroni And Cheese Recipe that somehow gives an outrageously creamy interior and a crunchy breadcrumb crown that steals every show.

I’m obsessed with this Southern Baked Macaroni And Cheese Recipe because it hits that rich, cheesy spot every single time. I love how the Best Ever Mac And Cheese Baked Macaroni stays gooey under a crunchy top and keeps people coming back for seconds.
I’ll admit I sneak in 1/2 cup mayonnaise (my secret touch) and a mountain of 4 cups sharp cheddar cheese, shredded so it ropes and melts just right. It’s loud, cheesy, and unapologetic.
But it’s also the dish that disappears first at dinner. No frills, just seriously good, addictive mac that makes me smile.
every time.
Ingredients

- Elbow macaroni: the comfy pasta that soaks up all that cheesy goodness.
- Unsalted butter: basically adds silky richness without masking salt control.
- All purpose flour: thickens the sauce so it clings to every noodle.
- Whole milk: gives creaminess and body, it’s familiar and comforting.
- Evaporated milk: makes it extra creamy without watering things down.
- Cream cheese: adds tangy creaminess, makes the sauce luxuriously smooth.
- Mayonnaise: my secret touch; adds moisture and a little tang.
- Eggs: bind everything so servings slice cleanly, no runny mess.
- Sharp cheddar: bold flavor punch, the main cheesy character.
- Mild cheddar or Colby: softens the sharpness, keeps it mellow.
- Parmesan: salty, nutty finish that boosts savory depth.
- Dry mustard powder: wakes up the cheese without tasting like mustard.
- Smoked paprika: adds warm, smoky color and gentle aroma.
- Cayenne pepper: brings heat, start small unless you like fire.
- Kosher salt: balances and seasons, it’s crucial for proper flavor.
- Black pepper: little bite and contrast, classic pairing with cheese.
- Panko breadcrumbs: crunchy topping that gives satisfying contrast.
- Melted butter for breadcrumbs: makes the crust golden and crisp.
- Hot sauce optional: adds a bright, vinegary kick if you want.
Ingredient Quantities
- 1 pound elbow macaroni
- 6 tablespoons unsalted butter
- 1/4 cup all purpose flour
- 2 cups whole milk
- 1 (12 ounce) can evaporated milk
- 8 ounces cream cheese, softened
- 1/2 cup mayonnaise (my secret touch)
- 2 large eggs, lightly beaten
- 4 cups sharp cheddar cheese, shredded
- 2 cups mild cheddar or Colby, shredded
- 1 cup grated Parmesan cheese
- 1 teaspoon dry mustard powder
- 1/2 teaspoon smoked paprika
- 1/2 teaspoon cayenne pepper, or to taste
- 1 to 1 1/2 teaspoons kosher salt, to taste
- 1/2 teaspoon freshly ground black pepper
- 1 cup panko breadcrumbs for topping
- 2 tablespoons melted butter for breadcrumbs
- Optional: 1 teaspoon hot sauce for a little kick
How to Make this
1. Preheat oven to 350°F (175°C). Butter a 9×13 inch baking dish and set aside. Bring a large pot of salted water to a boil and cook 1 pound elbow macaroni until just al dente, 1 minute shy of package directions. Drain and set aside.
2. In the same pot over medium heat melt 6 tablespoons unsalted butter. Sprinkle in 1/4 cup all purpose flour and whisk constantly for about 1 minute to cook the raw flour taste but don’t let it brown.
3. Slowly whisk in 2 cups whole milk and 1 (12 ounce) can evaporated milk. Keep whisking until the sauce thickens and bubbles gently, about 4 to 6 minutes.
4. Remove the pot from heat and stir in 8 ounces softened cream cheese until smooth. Add 1/2 cup mayonnaise, 2 large lightly beaten eggs (temper the eggs first by whisking a ladleful of hot milk into them, then whisking eggs back into the pot), and if you like, 1 teaspoon hot sauce. Whisk until everything is combined.
5. Stir in cheeses while the sauce is warm: 4 cups sharp cheddar, 2 cups mild cheddar or Colby, and 1 cup grated Parmesan. Add 1 teaspoon dry mustard powder, 1/2 teaspoon smoked paprika, 1/2 teaspoon cayenne (or to taste), 1 to 1 1/2 teaspoons kosher salt to taste, and 1/2 teaspoon freshly ground black pepper. Taste and adjust seasonings.
6. Fold the drained macaroni into the cheese sauce until well coated. Pour the mixture into the prepared baking dish and smooth the top.
7. In a small bowl combine 1 cup panko breadcrumbs with 2 tablespoons melted butter and sprinkle evenly over the mac and cheese. The butter helps the crumbs brown and get crisp.
8. Bake uncovered for 25 to 30 minutes until the edges are bubbly and the top is golden. If you want extra crunch, switch the oven to broil for 1 to 2 minutes but watch it closely so the breadcrumbs don’t burn.
9. Let the baked mac and cheese rest for 10 minutes before serving so it sets up a little. That mayo gives it that creamy, slightly tangy lift people always ask about.
10. Serve warm with an extra pinch of smoked paprika or a drizzle of hot sauce if you want more heat. Leftovers reheat nicely in a 350°F oven until warmed through.
Equipment Needed
1. Large stock pot for boiling the pasta
2. Colander to drain the macaroni
3. 9×13 inch baking dish, buttered ahead of time
4. Heavy bottom saucepan (same pot can be used) for the cheese sauce
5. Whisk for the roux and sauce (and tempering eggs)
6. Rubber spatula or large spoon for folding in the pasta
7. Measuring cups and spoons for accuracy
8. Small bowl for mixing breadcrumbs and melted butter
FAQ
SOUTHERN BAKED MAC AND CHEESE Recipe Substitutions and Variations
- Elbow macaroni: swap for cavatappi or medium shells. Both hold sauce well so you wont lose that creamy bite.
- Evaporated milk: use 1 cup heavy cream plus 1 cup whole milk, or just 3 cups whole milk if you want it lighter. Heavy cream = richer, straight milk = a bit looser sauce.
- Cream cheese: replace with 1 1/2 cups full fat ricotta or 1 cup sour cream. Ricotta keeps it creamy without extra tang, sour cream adds brightness.
- Panko breadcrumbs: swap for crushed Ritz or saltine crackers, plain dry breadcrumbs, or 1 cup crushed cornflakes for extra crunch. Mix with the melted butter like usual.
Pro Tips
1. Taste and tweak before baking. Sauce can taste bland straight off the stove, so sample it and bump salt, mustard powder, or cayenne as needed. Remember cheeses vary a lot in saltiness, so add conservatively then adjust.
2. Don’t overcook the pasta. Cook it just shy of al dente so it finishes perfectly in the oven. If you forget, toss hot pasta with a splash of milk to loosen it before mixing with the sauce.
3. Temper the eggs slowly and keep the heat low when adding them. If you rush, you’ll get little cooked bits in the sauce. Whisk a ladle of hot milk into the eggs first, then stir them back into the pot, and stir constantly for a minute so it smooths out.
4. Make the breadcrumb topping really crisp. Mix panko with the melted butter and toast it in a skillet for a few minutes before sprinkling. It gives deeper flavor and keeps it crunchy even after sitting a while.

SOUTHERN BAKED MAC AND CHEESE Recipe
I just nailed a Southern Baked Macaroni And Cheese Recipe that somehow gives an outrageously creamy interior and a crunchy breadcrumb crown that steals every show.
8
servings
1076
kcal
Equipment: 1. Large stock pot for boiling the pasta
2. Colander to drain the macaroni
3. 9×13 inch baking dish, buttered ahead of time
4. Heavy bottom saucepan (same pot can be used) for the cheese sauce
5. Whisk for the roux and sauce (and tempering eggs)
6. Rubber spatula or large spoon for folding in the pasta
7. Measuring cups and spoons for accuracy
8. Small bowl for mixing breadcrumbs and melted butter
Ingredients
1 pound elbow macaroni
6 tablespoons unsalted butter
1/4 cup all purpose flour
2 cups whole milk
1 (12 ounce) can evaporated milk
8 ounces cream cheese, softened
1/2 cup mayonnaise (my secret touch)
2 large eggs, lightly beaten
4 cups sharp cheddar cheese, shredded
2 cups mild cheddar or Colby, shredded
1 cup grated Parmesan cheese
1 teaspoon dry mustard powder
1/2 teaspoon smoked paprika
1/2 teaspoon cayenne pepper, or to taste
1 to 1 1/2 teaspoons kosher salt, to taste
1/2 teaspoon freshly ground black pepper
1 cup panko breadcrumbs for topping
2 tablespoons melted butter for breadcrumbs
Optional: 1 teaspoon hot sauce for a little kick
Directions
- Preheat oven to 350°F (175°C). Butter a 9×13 inch baking dish and set aside. Bring a large pot of salted water to a boil and cook 1 pound elbow macaroni until just al dente, 1 minute shy of package directions. Drain and set aside.
- In the same pot over medium heat melt 6 tablespoons unsalted butter. Sprinkle in 1/4 cup all purpose flour and whisk constantly for about 1 minute to cook the raw flour taste but don't let it brown.
- Slowly whisk in 2 cups whole milk and 1 (12 ounce) can evaporated milk. Keep whisking until the sauce thickens and bubbles gently, about 4 to 6 minutes.
- Remove the pot from heat and stir in 8 ounces softened cream cheese until smooth. Add 1/2 cup mayonnaise, 2 large lightly beaten eggs (temper the eggs first by whisking a ladleful of hot milk into them, then whisking eggs back into the pot), and if you like, 1 teaspoon hot sauce. Whisk until everything is combined.
- Stir in cheeses while the sauce is warm: 4 cups sharp cheddar, 2 cups mild cheddar or Colby, and 1 cup grated Parmesan. Add 1 teaspoon dry mustard powder, 1/2 teaspoon smoked paprika, 1/2 teaspoon cayenne (or to taste), 1 to 1 1/2 teaspoons kosher salt to taste, and 1/2 teaspoon freshly ground black pepper. Taste and adjust seasonings.
- Fold the drained macaroni into the cheese sauce until well coated. Pour the mixture into the prepared baking dish and smooth the top.
- In a small bowl combine 1 cup panko breadcrumbs with 2 tablespoons melted butter and sprinkle evenly over the mac and cheese. The butter helps the crumbs brown and get crisp.
- Bake uncovered for 25 to 30 minutes until the edges are bubbly and the top is golden. If you want extra crunch, switch the oven to broil for 1 to 2 minutes but watch it closely so the breadcrumbs don't burn.
- Let the baked mac and cheese rest for 10 minutes before serving so it sets up a little. That mayo gives it that creamy, slightly tangy lift people always ask about.
- Serve warm with an extra pinch of smoked paprika or a drizzle of hot sauce if you want more heat. Leftovers reheat nicely in a 350°F oven until warmed through.
Notes
- Below you’ll find my best estimate of this recipe’s nutrition facts. Treat the numbers as a guide rather than a rule—great food should nourish both body and spirit. Figures are approximate, and the website owner assumes no liability for any inaccuracies in this recipe.
Nutrition Facts
- Serving Size: 337.5g
- Total number of serves: 8
- Calories: 1076kcal
- Fat: 73.6g
- Saturated Fat: 33.1g
- Trans Fat: 0.25g
- Polyunsaturated: 6g
- Monounsaturated: 34.4g
- Cholesterol: 211.5mg
- Sodium: 1135mg
- Potassium: 400mg
- Carbohydrates: 60.6g
- Fiber: 2.1g
- Sugar: 9.1g
- Protein: 41g
- Vitamin A: 2000IU
- Vitamin C: 1mg
- Calcium: 994mg
- Iron: 1.2mg

















