This Southern Mac and Cheese is rich, creamy, and baked until bubbly with plenty of sharp cheddar cheese on top. The sauce is made with butter, half-and-half, heavy cream, and freshly shredded cheese for macaroni that's creamy inside with that classic golden baked finish.
It's the kind of side dish that belongs next to dressing, collard greens, candied yams, and just about anything else you're serving for Sunday dinner or the holidays.
Updated September 17, 2026: I've refreshed this post with clearer ingredient notes, a simpler method overview, additional make-ahead tips, and answers to common baked mac and cheese questions. This recipe was originally shared on November 20, 2018, and the photos were updated in August 2025.
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Here's what readers are saying about this recipe:
Reader, LaKrystal, commented: "Perfect. My family loved it and had no complaints which is rare. The recipe is not too complex and tastes fantastic. ★★★★★"
Watch this quick video tutorial!
I grew up watching my uncle Bernard make the mac and cheese at our family gatherings, and his version was always the dish everyone expected to see on the table. He kept things simple with cheddar cheese, heavy cream, and half-and-half, and there were rarely leftovers.
Over the years, I've developed my own version using that same rich, creamy approach. Instead of eggs or processed cheese, this recipe starts with a simple roux and turns it into a smooth cheddar cheese sauce before everything goes into the oven.
If you're building a holiday plate, serve it alongside my Easy Cornbread Dressing, Southern Collard Greens, or Easy Candied Yams.
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Why You'll Love This Recipe
- Creamy in the middle: Half-and-half and heavy cream create a rich cheese sauce that coats every piece of macaroni.
- Golden cheesy top: An extra layer of cheddar melts over the pasta as it bakes.
- No eggs required: The roux thickens the sauce and helps keep the texture creamy.
- Perfect for gatherings: One 9×13-inch pan makes enough for a holiday meal, Sunday dinner, potluck, or family gathering.
- Make-ahead friendly: Assemble it ahead of time and bake closer to serving.
Ingredients You'll Need
Here are a few notes about the main ingredients. See the recipe card below for the exact measurements.
- Elbow macaroni: Classic elbow pasta holds plenty of cheese sauce. Cook it just under al dente because it will continue cooking in the oven. Cavatappi or small shells can also work.
- Butter: Forms the base of the roux and adds richness to the cheese sauce. Salted or unsalted butter may be used.
- All-purpose flour: Combines with the butter to create the roux that thickens the sauce.
- Half-and-half: Gives the sauce body and creaminess without making it quite as heavy as using all heavy cream.
- Heavy cream: Adds richness and helps create that smooth, velvety texture.
- Dry mustard powder: Adds a little depth and sharpness without making the macaroni taste like mustard.
- Garlic powder: Adds savory flavor to the cheese sauce.
- Cheddar cheese: Freshly shredded cheddar melts more smoothly than pre-shredded cheese. I like sharp cheddar for plenty of flavor, but a combination of sharp and extra-sharp cheddar works well too.
- Salt and black pepper: Season the sauce to balance all that rich dairy and cheese.
👉🏾 See the recipe card below for exact quantities and full instructions.
How to Make Southern Mac and Cheese
Here's a quick overview. The recipe card below includes the complete quantities, timing, and detailed directions.
1. Cook the Pasta
Boil the macaroni in well-salted water until it is just under al dente. Drain it well and set it aside while you prepare the sauce.
2. Make the Roux
Melt the butter in a large pot, then whisk in the flour until smooth. Let it cook briefly so the flour blends completely into the butter.
3. Build the Cheese Sauce
Slowly whisk in the half-and-half and heavy cream. Let the mixture cook for a few minutes until it begins to thicken, then stir in the mustard powder, garlic powder, salt, and black pepper.
4. Add the Cheese
Stir the shredded cheddar into the warm sauce until completely melted and smooth.
5. Combine and Assemble
Fold the cooked macaroni into the cheese sauce until evenly coated. Transfer everything to a buttered 9×13-inch baking dish and spread it into an even layer.
6. Bake Until Bubbly
Top with the remaining shredded cheese and bake at 375°F until the cheese is melted and the edges are bubbly. Broil briefly if you'd like a little more browning on top.
Allow the mac and cheese to rest for about 5 to 10 minutes before serving so the sauce can settle slightly.
LaKita's Expert Tips
- Shred your own cheese. Pre-shredded cheese often contains anti-caking ingredients that can keep it from melting as smoothly.
- Do not fully cook the pasta before baking. Slightly undercooked macaroni is less likely to become soft or mushy in the oven.
- Keep the sauce moving. Whisk while adding the dairy so the roux stays smooth.
- Add the cheese over moderate heat. Once the sauce has thickened, avoid aggressively boiling it after adding the cheese because excessive heat can make cheese sauce grainy.
- Don't overbake it. Once the top is melted and the edges are bubbling, it's ready. Leaving it in the oven too long can dry out the sauce.
- Let it rest before serving. Five to ten minutes gives the sauce a chance to settle without letting the macaroni get cold.
Variations and Substitutions
Mix the cheeses: Keep cheddar as the foundation, but replace part of it with Gouda, Monterey Jack, or Colby Jack.
Add a little heat: Stir a small pinch of cayenne pepper into the cheese sauce.
Add smoky flavor: A small amount of smoked paprika works well if you want a subtle smoky note.
Change the pasta shape: Cavatappi or small shells can replace elbow macaroni. Choose a short pasta shape that holds sauce well.
For the classic version, I keep it simple, no breadcrumbs, cream cheese, eggs, or extra toppings required.
Make-Ahead and Storage
Make Ahead
You can assemble the mac and cheese up to one day ahead. Cover the baking dish tightly and refrigerate.
When you're ready to bake it, let the dish sit at room temperature briefly while the oven heats. A cold casserole may need a little additional baking time, so look for bubbling edges and fully melted cheese rather than relying only on the clock.
Refrigerator
Store leftover mac and cheese in an airtight container in the refrigerator for up to 4 days.
Reheating
For individual portions, microwave until warmed through.
For a larger amount, cover and reheat in a 300°F oven until hot. Adding a small splash of milk or half-and-half before reheating can help loosen the sauce if the pasta has absorbed some of the moisture.
Freezing
For the best texture, freeze the macaroni before baking. Assemble it in a freezer-safe baking dish, wrap tightly, and freeze for up to 2 months.
Thaw overnight in the refrigerator before baking.
What to Serve With Southern Mac and Cheese
This mac and cheese works especially well as part of a Southern holiday or Sunday dinner. Try it with:
- Easy Cornbread Dressing
- Easy Candied Yams
- Southern Collard Greens with Ham Hocks
- Creamy Mashed Potatoes
- Southern Cornbread
For Thanksgiving or Christmas, it also pairs beautifully with ham or turkey and gives the table that creamy, cheesy side dish everyone reaches for.
Frequently asked questions
There isn't one single version of Southern mac and cheese. Many family recipes are baked and use combinations of cheese, milk or cream, eggs, evaporated milk, or a cheese sauce. This version uses a roux with half-and-half and heavy cream to create a creamy baked mac and cheese without eggs.
Not for this recipe. The butter-and-flour roux thickens the sauce, so eggs aren't needed to hold everything together.
Sharp cheddar provides plenty of classic cheese flavor and melts well when freshly shredded. You can also combine it with extra-sharp cheddar, Gouda, Colby Jack, or Monterey Jack.
Overcooking the pasta or baking the casserole too long can both dry it out. Cook the pasta just under al dente and remove the mac and cheese from the oven once the top is melted and the edges are bubbly.
Yes. Assemble it the day before, cover tightly, and refrigerate. Bake it the next day. Because the casserole will be cold, it may need slightly longer in the oven.
You can, but divide it between two 9×13-inch baking dishes rather than making one extra-deep casserole. This helps everything heat more evenly.
📖 Recipe
Southern Mac and Cheese Recipe
Video
Equipment
- 1 Large Stock Pot or Dutch Oven
- 1 9x13-inch rectangle baking dish
- 1 wooden spoon or whisk
- 1 Colander
Ingredients
- 3 cups uncooked elbow macaroni, about 6 cups cooked
- 8 tablespoons butter
- 4 tablespoons all-purpose flour
- 2 cups half and half
- 1 cup heavy cream
- ½ teaspoon dry mustard powder
- ½ teaspoon garlic powder
- 1 teaspoon salt
- 1 teaspoon ground black pepper
- 4 cups freshly shredded cheddar cheese
- 1 ½ cups freshly shredded cheddar cheese, for topping
Instructions
- Grab a large stockpot or Dutch oven, fill it with water, and add lots of salt because it will help season the pasta. Allow the water to come to a boil before adding the 3 cups uncooked elbow macaroni.
- Cook the pasta until it's just under al dente, it will fully cook once in the oven. It should still have a stiff bite to it. Carefully remove the pasta from the stovetop and drain off all of the water. Add it to a separate large mixing bowl while you continue with the rest of the recipe.
- Preheat the oven to 375 degrees F. and butter the bottom and sides of a 9x13-inch baking/casserole dish. Set it aside.
- Using the large stock pot over medium-high heat, add the 8 tablespoons butter and allow it to melt and become foamy. Add the 4 tablespoons all-purpose flour and stir or whisk continuously until it dissolves and thickens.
- Slowly add the 2 cups half and half and 1 cup heavy cream, stirring the mixture continuously. Allow the mixture to cook for about 2 to 3 minutes.
- Add in the ½ teaspoon dry mustard powder, ½ teaspoon garlic powder, 1 teaspoon salt, and 1 teaspoon ground black pepper and stir to combine.
- Add the 4 cups freshly shredded cheese and stir continuously to allow the cheese to completely melt and form the cheese sauce. This may take about 2 to 3 minutes.
- Grab the cooked macaroni pasta that you set aside and add it to the cheese sauce. Stir until evenly distributed and the pasta is covered in the sauce. Pour the pasta into the prepared buttered baking dish.
- Spread the pasta evenly into the bottom of the baking dish. Top with an even layer of 1 ½ cups freshly shredded cheese. Place into the oven to bake for about 15 to 20 minutes, until golden brown and bubbly.
- If you would like to brown the top of the mac and cheese, place it under the broiler on high for 2 to 3 minutes. Carefully remove it from the oven and allow it to cool for about 5 to 10 minutes before serving. Serve warm as a main dish or with your holiday meal or Sunday dinner and enjoy!
Did You Make This Recipe?
Made this Southern Mac and Cheese? Leave a ⭐⭐⭐⭐⭐ rating and a comment below. I love hearing what's making it onto your Sunday and holiday tables!
LaKrystal Warren Gordon says
Perfect. My family loved it and had no complaints which is rare. The recipe is not too complex and tastes fantastic.
LaKita says
Thank you so much, it's a favorite with my family as well 🙂
LottiesKitchen says
Hi there, I just checked out your Insta page after you like one of my Insta posts, I couldn't help but notice your Mac & Cheese... one of my family favourites too. I fry up some diced bacon and onion to toss through the mixture, I usually use two varities of cheese, one of them always being parmesan and I toss some fresh breadcrumbs through the cheese that goes on top, makes a nice crispy top. LottiesKitchen
LaKita says
Thank you so much and welcome! I love the addition of breadcrumbs on top to make a crispy top layer...sounds delicious!