This is the mac & cheese Southern grandmothers make for Sunday dinner and holiday tables. It’s rich, creamy inside with a golden, bubbly top crust—never dry, never grainy. We use a custard-style base (eggs + evaporated milk) for that signature silky texture, a generous blend of sharp and extra-sharp cheddar with a touch of Gruyère or Monterey Jack for depth, and a buttery breadcrumb topping that gets perfectly crisp. It’s the kind of dish that disappears first at any potluck.

Juicy steaks and fresh vegetables grilling together at Hog Wild BBQ.

Ultimate Southern Baked Mac & Cheese Recipe

Prep Time 20 minutes
Cook Time 45 minutes
Servings: 12 as side
Course: Main Course, Side Dish
Cuisine: Southern

Ingredients
  

  • 1 lb Elbow or Cavatappi Pasta
  • 4 Large Eggs
  • 2 1/2 Cups Whole Milk
  • 1 Stick Unsalted Butter Melted
  • 4 Cups Sharp Cheddar Cheese Freshly Shredded
  • 2 Cups Extra-Sharp Cheddar Cheese Freshly Shredded
  • 1 1/2 Cups Gruyère or Monterey Jack Freshly Shredded
  • 1 tsp Kosher Salt Plus more for pasta water
  • 1/2 tsp Black Pepper
  • 1/2 tsp Mustard Powder (optional, but traditional)
  • 1/4 tsp Smoked Paprika (optional for subtle depth)
  • 1 Cup Panko Breadcrumbs for topping
  • 2 tbsp Butter Melted (for topping)

Method
 

Preperation
  1. Preheat oven to 375°F (190°C). Butter a 9×13-inch baking dish (or deeper 3-quart casserole).
  2. Bring a large pot of salted water to a boil. Cook macaroni 1–2 minutes less than package directions (very al dente). Drain and rinse briefly with cold water to stop cooking. Return to pot and toss with 2 tbsp melted butter.
  3. In a large bowl, whisk eggs until smooth. Whisk in evaporated milk, whole milk, remaining melted butter, salt, pepper, dry mustard, and smoked paprika until fully combined.
  4. In a separate bowl, combine all shredded cheeses (set aside 1 cup sharp cheddar for topping).
Baking
  1. Add half the cheese to the warm pasta in the pot; stir until beginning to melt.
  2. Pour egg-milk mixture over pasta and cheese. Stir gently to combine (it will look very soupy—that's correct).
  3. Fold in remaining cheese (except reserved topping cup). Pour into prepared baking dish.
  4. Mix panko with 2 tbsp melted butter and reserved 1 cup cheddar. Sprinkle evenly over top.
  5. Bake uncovered 35–45 minutes until edges are bubbling, top is deep golden, and center is set but still creamy (slight jiggle is okay—will firm as it rests).
  6. Let rest 10–15 minutes before serving to allow custard to set slightly.

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