Name: Ultimate Southern Baked Mac and Cheese Recipe
Prep time: 20 min
Cook time: 40 min
Total time: 1 h
Cuisine: Southern American
Ingredients: 8 ounces sharp cheddar cheese, block-style; 8 ounces smoked gouda cheese, block-style; 8 ounces pepper jack cheese, block-style; 8 ounces Velveeta (original flavor), cubed; 1 pound dried elbow macaroni pasta; 1/2 cup (1 stick) unsalted butter; 1/4 cup all purpose flour; 2 cups whole milk; 2 cups half-and-half; 1 teaspoon kosher salt, plus more to taste; 1 teaspoon freshly ground black pepper; 1 teaspoon ground mustard; 1/2 teaspoon garlic powder; 1/2 teaspoon onion powder; 1/2 teaspoon smoked paprika; 1/4 teaspoon ground nutmeg; 1/8 teaspoon cayenne pepper (optional)

Nothing quite hits the comfort food spot like creamy, cheesy, and baked to golden perfection. This Ultimate Southern Baked Mac and Cheese Recipe is a soul-warming dish that turns everyday ingredients into a downright indulgent experience you'll want to make again and again.

A white rectangular ceramic dish filled with a golden top layer of melted cheese, slightly browned at the edges, covers creamy macaroni noodles underneath. The middle layer shows gooey cheese stretching as a spoon lifts a serving of soft pasta with small, dense, hollow macaroni pieces coated in thick yellow cheese sauce. A woman's hand holds the spoon at the bottom right corner, pulling up the cheesy pasta from the dish, which sits on a white marbled surface. photo taken with an iphone --ar 2:3 --v 7

Jump to:

Why You'll Love This Recipe
Ingredients & Why They Work
Make It Your Way
Step-by-Step: How I Make Ultimate Southern Baked Mac and Cheese Recipe
Top Tip
How to Serve Ultimate Southern Baked Mac and Cheese Recipe
Make Ahead and Storage
Frequently Asked Questions:
Final Thoughts
Ultimate Southern Baked Mac and Cheese Recipe

Why You'll Love This Recipe

I've made this Southern baked mac and cheese probably dozens of times now and honestly, it never gets old. The blend of cheeses with a crispy top and creamy center means everyone gathers round the table with smiles. Trust me, this one's a crowd-pleaser and absolutely worth the little extra effort!

Rich Cheese Blend: Combines sharp cheddar, smoky gouda, pepper jack, and Velveeta for an irresistibly creamy, flavorful sauce.
Perfectly Al Dente Pasta: You're not just boiling pasta—you’re setting the foundation for a bake that stays tender but firm.
Golden Crispy Top: Baking then broiling gives the dish a bubbly, crispy crust that contrasts the creamy inside beautifully.
Comfort Food Classic with a Twist: A carefully balanced mix of seasoning including smoked paprika and a hint of cayenne for warmth and depth.

The dish is a baked macaroni and cheese in a white baking dish. It has one main layer of elbow macaroni covered with a creamy, bright yellow-orange cheese sauce. On top is a thick layer of melted, golden-brown cheese with some small browned spots and a slightly bubbly, textured surface. A spoon with a white and gold handle is scooping into the dish, pulling up soft, cheesy pasta that looks smooth and rich. The background has a white marbled texture. photo taken with an iphone --ar 2:3 --v 7

Ingredients & Why They Work

Each ingredient in this Ultimate Southern Baked Mac and Cheese Recipe plays a key role in texture and flavor. From cheeses that melt with different creaminess to spices that layer subtle warmth, these ingredients work harmoniously to create the perfect mac and cheese experience.

Flat lay of a natural block of sharp cheddar cheese with a smooth orange texture, a block of smoked gouda cheese showing creamy pale yellow color, a block of pepper jack cheese speckled with red and green chili bits, cubed pale orange Velveeta cheese, a neat pile of dried elbow macaroni pasta with a slight curve and smooth surface, a stick of unsalted butter with a pale yellow hue, a small bowl of all-purpose flour in fine white powder, a small white ceramic bowl filled with whole milk, a small white ceramic bowl holding creamy half-and-half, a small white ceramic bowl containing kosher salt crystals, a small white ceramic bowl with freshly ground black pepper, a small white ceramic bowl of mustard powder in bright yellow, a small white ceramic bowl with light beige garlic powder, a small white ceramic bowl of finely ground onion powder, a small white ceramic bowl containing deep reddish smoked paprika, a small white ceramic bowl with pale tan ground nutmeg, and a tiny white ceramic bowl with a pinch of bright red cayenne pepper placed on a clean white marble surface, soft natural light, photo taken with an iPhone, professional food photography style, fresh ingredients, white ceramic bowls, no bottles, no duplicates, no utensils, no packaging --ar 2:3 --v 7 --p m7354615311229779997

Sharp Cheddar Cheese: Brings classic cheesy tang and melting smoothness.
Smoked Gouda Cheese: Adds that signature smoky depth that turns simple mac and cheese into a Southern delight.
Pepper Jack Cheese: Gives a gentle kick and creamy texture that balances richness.
Velveeta (original flavor): Melts flawlessly to make the sauce ultra-silky and gooey.
Elbow Macaroni Pasta: The perfect shape to hold lots of that luscious cheese sauce.
Unsalted Butter: Foundations for your roux; gives a silky richness without added salt.
All Purpose Flour: The thickening agent for the creamy cheese sauce; you can easily swap gluten-free flour here.
Whole Milk & Half-and-Half: Combining these creates a rich but balanced sauce that’s not too heavy.
Seasonings (Kosher Salt, Black Pepper, Ground Mustard, Garlic Powder, Onion Powder, Smoked Paprika, Nutmeg, Cayenne Pepper): Each adds layers of flavor complexity, elevating the dish beyond your typical baked mac and cheese.

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Note: You'll find the complete list of ingredients, along with their exact measurements, in the printable recipe card at the bottom of this post.

Make It Your Way

I’ve found this recipe to be super forgiving, which is great for adding your own personal twist. Whether you want it spicier, creamier, or even with a crunchy topping, feel free to tweak it! My favorite is to throw in some cooked bacon or swap Velveeta for a smoother cheddar blend when I want it more traditional.

Variation: One time I added diced jalapeños straight into the sauce and it gave a fantastic spicy kick—perfect for those who like a little heat.
Dairy-Free Option: Try swapping milk and half-and-half for coconut milk and use a plant-based cheese alternative; it’s not traditional but still tasty.
Crunchy Topping: I sometimes crumble buttery breadcrumbs or crushed Ritz crackers on top for an extra textural contrast before baking.

Step-by-Step: How I Make Ultimate Southern Baked Mac and Cheese Recipe

Step 1: Prep Your Baking Dish and Cheeses

Start by preheating your oven to 375°F and greasing a 9x13-inch dish generously with butter—this not only prevents sticking but adds subtle flavor around the edges. Then shred your cheddar, gouda, and pepper jack cheeses—using a food processor really cuts down on the grating time! Keep the Velveeta cubed in a separate bowl; you’ll want to add these cubes in later so they sink and melt inside the mac.

Step 2: Cook the Pasta Just Right

Bring a big pot of salted water to a rolling boil. Add your elbow macaroni and cook it just until al dente—about 5 to 6 minutes. I always set a timer because you don’t want mushy pasta once it bakes. Drain and rinse the pasta under cool water immediately to halt the cooking process and set it aside in a colander.

Step 3: Make the Creamy Cheese Sauce

In the same pot (no need to dirty another!), melt your butter over medium heat. Stir in flour to make a roux and cook it until it’s a pale golden color—this cooks out the raw flour taste. Slowly whisk in whole milk and half-and-half, bringing it to a gentle simmer without lumps. Remove from heat and stir in all your seasonings plus three-quarters of the shredded cheese. Fold until the sauce thickens and coats your spoon. Give it a taste and add more salt or spices if you want.

Step 4: Combine Pasta and Sauce, Then Bake

Mix the cooked pasta into your cheese sauce until each piece is coated. Pour the mixture into your prepared dish. Dot the surface evenly with Velveeta cubes, gently pushing some under the top layer to melt nicely. Sprinkle the reserved shredded cheese over the top for that irresistible cheesy crust. Place your dish on a baking sheet to catch any bubbling over, and bake uncovered for 35 minutes until golden and bubbly.

Step 5: Broil for That Perfect Finish

After baking, switch your oven to broil and pop the dish back in for about 2 minutes to deepen the browning and get those delightful little blisters on top. Keep a close eye so it doesn’t burn. Then, pull it out and prepare for the happiest part—scooping into that creamy, melty goodness!

Top Tip

Over time, I learned that timing and temperature control are everything with this recipe. The cheese needs to melt silky, but the sauce thickens just right to hold everything together without drying out.

Cheese Grating: Use block cheese instead of pre-shredded for the best melt and flavor—pre-shredded often has anti-caking agents that change the texture.
Dont Overcook Pasta: I always undercook the pasta slightly since it’ll finish baking in the oven, preventing mushiness.
Mix Gently: Be gentle when folding the cheese into the sauce to avoid clumping and to ensure smooth creaminess.
Broiler Watch: Broil the top at the very end, but watch carefully. Two minutes is usually enough; going longer risks bitterness from burnt cheese.

How to Serve Ultimate Southern Baked Mac and Cheese Recipe

Southern Baked Mac and Cheese - Serving Suggestion

Garnishes

I like to sprinkle a little fresh chopped parsley or green onion on top before serving. It adds a pop of color and freshness that balances the dish’s richness. For extra indulgence, a sprinkle of crispy fried onions on top works wonders too.

Side Dishes

This mac and cheese pairs beautifully with classic Southern sides like collard greens, baked beans, or jalapeño cornbread. For a lighter note, a crisp garden salad with tangy vinaigrette helps cut through the richness.

Creative Ways to Present

For a special occasion, I’ve baked this mac and cheese in individual ramekins and topped each with a parmesan breadcrumb crust. It makes the dish feel extra fancy and perfect for gatherings. I’ve also served it in mini cast iron skillets for a rustic, cozy vibe.

Make Ahead and Storage

Storing Leftovers

Leftovers keep really well when covered tightly with foil or plastic wrap in the fridge. I usually reheat individual portions in the microwave, stirring halfway through so the cheese sauce heats evenly without separating.

Freezing

You can freeze this baked mac and cheese before baking—just assemble it in a freezer-safe dish, cover tightly, and freeze for up to 2 months. When ready, bake directly from frozen, adding a bit more time to ensure it’s heated through.

Reheating

To reheat leftovers, bake at 350°F covered with foil for 15-20 minutes to prevent drying out, then uncover for the last 5 minutes to restore some crispness to the top. This method preserves the creamy texture beautifully.

Frequently Asked Questions:

Can I use pre-shredded cheese for this recipe?

I recommend grating your own cheese from blocks because pre-shredded cheeses often contain anti-caking agents that can affect melting, making your sauce less smooth and creamy.

What’s the best way to avoid clumpy cheese sauce?

Make sure you whisk the milk slowly into the roux base and add cheese gradually off the heat, folding gently. Also, be sure not to overheat, as high heat can cause the cheese to separate and become grainy.

Can I make this recipe gluten-free?

Absolutely! Just substitute the all purpose flour with a gluten-free flour blend in the roux. The texture and flavor will remain just as delicious.

How spicy is this mac and cheese with the cayenne pepper?

The cayenne pepper adds just a subtle warmth, not overwhelming heat. You can easily omit it or increase it based on your preference. It’s meant to add depth, not overpower the dish.

Final Thoughts

This Ultimate Southern Baked Mac and Cheese Recipe is truly one of those dishes that makes a house feel like home. Whether you’re serving it for a family dinner or a special occasion, you’re in for that warm, cheesy hug everyone craves. Give it a try; I promise you’ll find yourself reaching for that baking dish again and again!