Old-Fashioned Southern Baked Macaroni and Cheese

Share to Social

Creamy Southern baked macaroni and cheese with cheddar, milk and eggs. An easy old-fashioned side dish perfect for Sunday dinner.

There are fancy macaroni and cheese recipes, and then there are the ones that simply taste like home.

This Old-Fashioned Southern Baked Macaroni and Cheese falls squarely into the second category. Tender elbow macaroni is loaded with sharp cheddar, then a simple mixture of milk, cream, and eggs is poured over the top. Another generous layer of cheddar goes on before the whole thing is baked until creamy inside and beautifully cheesy on top.

There's no béchamel to make, no fancy cheese sauce, and no Velveeta. Just simple ingredients baked together in a casserole dish the way Southern cooks have been doing for generations.

You will find a full printable recipe card at the bottom of this post.

Sunday Dinner Mac and Cheese

This recipe takes me straight back to the kind of Sunday dinners I remember from years ago.

If you grew up around a small-town or country church, you might remember that the pastor and his family were often invited home with someone after Sunday morning service.

And you knew what that meant: somebody had dinner waiting.

Maybe there was fried chicken or ham, green beans, rolls, and something sweet for dessert. And a big casserole dish of baked macaroni and cheese would have fit right into that meal.

Of course, nobody wanted to miss church to cook dinner. You made as much as possible ahead of time, then rushed home after the final amen to get everything into the oven before the pastor pulled into the driveway.

Those were the days!

The Kind of Food That Feels Like Home

I have another special memory connected to meals like this.

When I attended Bible college in Tennessee, many of us students were far away from our families. Families from a local church essentially adopted us, and the college students were “farmed out” to different homes for Sunday dinner.

We might eat at a different family's table each week, but one thing remained the same: they fed us well.

These weren't fancy meals. They were wonderful home-cooked Sunday dinners—the same kinds of meals those families would have served their own children.

Looking back, I realize those families were doing much more than feeding hungry college kids. They were giving us a little taste of home when we were far away from our own.

And that's exactly the feeling I wanted from this macaroni and cheese.

What Makes This Southern Baked Mac and Cheese Different?

We already have a delicious Smoked Mac and Cheese with Panko here at Backyard Texas Grill, and it's perfect when you've got the smoker going.

But not everyone owns a smoker—or wants to smoke their macaroni and cheese!

This is the simple oven-baked version. It's the one you can make for Sunday dinner, Thanksgiving, Christmas, Easter, a family reunion, or just because you've got meatloaf in the oven and need something cheesy to go beside it.

Instead of making a roux and béchamel sauce, this old-fashioned version uses milk and eggs. The mixture works its way down between the macaroni as it bakes, while all that cheddar melts throughout the casserole.

The result is creamy, cheesy comfort food with that unmistakable layer of baked cheddar across the top.

A Little Mac and Cheese Confession

Now, lest I sound too virtuous about making old-fashioned macaroni and cheese without processed cheese, I have a confession to make.

When my own kids were growing up, Velveeta was pretty much the only way I knew how to make homemade macaroni and cheese.

Oy vey.

Thankfully, I've learned a few things since then!

This version reminds me much more of the oven-baked macaroni and cheese I remember from my childhood: plain, simple, and absolutely loaded with cheesy goodness.

Ingredients

You will find a full printable recipe card at the bottom of this post but here's a quick look at what you're going to need. These are simple ingredients you might already have on hand in your pantry or refrigerator.

Here's what you'll need:

• 1 pound elbow macaroni
• 4 tablespoons butter
• 4–4½ cups shredded sharp cheddar cheese, divided
• 2 cups whole milk
• ½ cup heavy cream
• 2 large eggs
• ½ teaspoon onion powder
• ½ teaspoon garlic powder
• Salt, to taste
• Black pepper, to taste

That's it!

Sharp cheddar gives this macaroni plenty of flavor without needing a collection of specialty cheeses. You can shred your own or use pre-shredded cheddar if that's what you have on hand.

How to Make Southern Baked Macaroni and Cheese

Step 1: Cook the Macaroni

Preheat the oven to 350°F and butter or lightly grease a 9x13-inch baking dish.

Bring a large pot of salted water to a boil and cook the elbow macaroni until just al dente.

Don't overcook it. The pasta will continue cooking in the oven and absorb some of the milk mixture as it bakes.

Drain well.

Step 2: Add the Butter and Cheese

Toss the hot drained macaroni with the butter. Distribute about 3 cups of the shredded cheddar throughout the macaroni. The cheese will begin to soften and melt, which is exactly what you want.

Immediately transfer the pasta mixture to the casserole dish.

Step 3: Make the Milk and Egg Mixture

In a medium bowl, whisk together:

• 2 cups whole milk
• ½ cup heavy cream
• 2 eggs
• ½ teaspoon onion powder
• ½ teaspoon garlic powder
• Salt
• Black pepper

Whisk until the eggs are completely incorporated.

Step 4: Pour It Over the Macaroni

Slowly pour the milk-and-egg mixture evenly over the macaroni.

Don't stir it after adding the liquid.

Let the mixture naturally work its way between the noodles and cheese.

Don't be alarmed if the casserole looks very wet at this point. The pasta will absorb some of that liquid as it bakes, and the eggs will help the creamy mixture set.

Step 5: Add More Cheese

Cover the entire surface generously with the remaining 1–1½ cups shredded cheddar.

This isn't the time to be stingy with the cheese. That beautiful baked-cheddar topping is part of what makes old-fashioned macaroni and cheese so good.

Step 6: Bake

Bake uncovered at 350°F for approximately 30–35 minutes.

The cheese should be completely melted, the edges should be bubbling, and the center should be set but still moist.

Don't wait for the macaroni to look dry before taking it out of the oven.

Step 7: Let It Rest

Allow the macaroni and cheese to rest for 10–15 minutes before serving.

This is important. The casserole will continue to set as it rests, giving you creamy scoops that hold together without becoming dry or firm.

Serve and Enjoy!

Serve while warm. It's perfect alongside ham, brisket, pork chops, or any of our delicious meats!

Don't Overbake Your Mac and Cheese

If there's one thing to remember with this recipe, it's this:

Take it out while it's still creamy.

The macaroni continues absorbing liquid after it leaves the oven. If you bake until every trace of moisture is gone, the finished casserole can become dry.

You're looking for bubbling edges and a center that's set but still looks creamy underneath that melted cheddar.

Make-Ahead Southern Mac and Cheese

This is a terrific make-ahead side dish, particularly when you're preparing a big Sunday dinner or holiday meal.

Prepare the macaroni, butter, cheese, and milk-and-egg mixture and assemble the casserole. Cover it tightly and refrigerate until you're ready to bake.

When you get home from church—or when you're getting close to dinner time—add the final layer of cheddar and put it in the oven.

Because the casserole will be cold, it may need an additional 5–10 minutes of baking time.

Variations

As much as I love this macaroni and cheese plain and simple, there are plenty of ways to change it up.

Ham and Macaroni and Cheese

This variation brings back another childhood memory. When I was a pre-teen, several of us went on an outing to visit friends. The wife and mom of the family made macaroni and cheese for our lunch, but she added cubed ham to it. I'd never seen anyone do that before!

Suddenly, macaroni and cheese wasn't just a side dish. It was the whole meal. To make it, add about 1½–2 cups diced cooked ham to the macaroni before adding the milk-and-egg mixture.

Bacon Mac and Cheese

Add cooked crumbled bacon or real bacon pieces to the macaroni, or scatter bacon over the top before serving.

Add enough bacon and you've got a hearty dish that can easily move from side-dish territory toward supper.

Ritz Cracker Topping

Want a little crunch?

Combine approximately 1 cup crushed Ritz crackers with 2 tablespoons melted butter and sprinkle them over the cheddar before baking.

You'll get a buttery, crisp topping while keeping all that creamy macaroni underneath.

Change the Cheese

Sharp cheddar gives this recipe its classic flavor, but you can replace some of it with:

• Mild cheddar
• Colby
• Colby Jack
• Monterey Jack

For the true old-fashioned version, though, I like sticking with cheddar.

What to Serve with Southern Baked Mac and Cheese

One reason baked macaroni and cheese has remained such a popular Southern side dish is that it goes with almost everything.

Serve it alongside:

• Drunken chicken
• Meatloaf
• Salisbury steak
• Pork chops
• Ham
• Turkey
• Brisket
• Pulled pork
• Ribs
• Smoked sausage
• Green beans
• Coleslaw

It's equally at home at a backyard barbecue, Sunday dinner, church potluck, holiday table, or family reunion.

Frequently Asked Questions

Final Thoughts

There's nothing fancy about this Old-Fashioned Southern Baked Macaroni and Cheese, and that's exactly what I love about it.

It's the kind of dish that belongs in a big casserole dish in the middle of a family table. It's the macaroni and cheese you serve with Sunday dinner, carry to a church gathering, put beside the Thanksgiving turkey, or scoop onto a plate next to barbecue.

And for me, it brings back memories of the people who opened their homes and tables to others—from country church families inviting the pastor home for Sunday dinner to those Tennessee families who fed a bunch of homesick Bible college students.

Sometimes food doesn't have to be fancy to be memorable.

Sometimes it just needs to taste like home.

Thanks for Stopping By!

If you make this macaroni and cheese and love it please leave a comment or review. And before you go, why not pin some photos to your Pinterest boards?

About the Cook

Janice Thompson is a Texas home cook, baker, and longtime recipe developer who believes some of the best dishes are the simple ones that remind us of home. She especially loves recipes with a little history behind them—the Sunday dinners, church potlucks, family gatherings, and meals passed around a crowded table.

Her old-fashioned baked macaroni and cheese is exactly that kind of recipe: uncomplicated, cheesy comfort food made for sharing. And while Janice freely admits that Velveeta was her mac-and-cheese secret weapon when her kids were growing up, these days she loves this traditional Southern version made with real cheese, milk, cream, and eggs. It's the sort of dish Grandma might have put on the Sunday dinner table—and that's precisely the point.