I serve a ridiculously creamy Southern baked mac and cheese with a secret ingredient that has guests begging for seconds and holiday plates wiped clean.

I adore this Southern baked mac and cheese because it hits that line between unapologetically rich and seriously satisfying. I’m obsessed with how cream cheese sneaks into the sauce, making every forkful unbelievably silky, and the sharp cheddar gives it that punch I crave.
There’s a crust that shatters under pressure, molten cheese stretching in glorious ropes, and every bite demands attention. But it’s not just about decadence; it’s about that confident, salty cheddar note that keeps the richness honest.
I bring this to dinners knowing it will disappear first. Pure, loud, cheesy bliss.
My mouth waters already every time.
Ingredients

- Elbow macaroni: classic noodle that soaks up all that rich, cheesy sauce.
- Unsalted butter: adds silky fat and helps that sauce feel dreamy.
- All purpose flour: thickens the sauce so it clings to every noodle.
- Whole milk: makes the base creamy and comforting, nothing skimpy here.
- Evaporated milk: basically richer milk that boosts creaminess without extra heaviness.
- Cream cheese (secret): adds tangy silkiness that makes it addictively smooth.
- Sharp cheddar: bold, sharp flavor and gooey pull when it’s hot.
- Monterey Jack: melts beautifully and calms the cheddar’s sharp edges.
- Eggs: bind everything so the bake slices nicely, not runny.
- Dijon mustard: a tiny kick that wakes up the cheese flavor.
- Kosher salt: seasons the whole dish so it’s not bland.
- Black pepper: simple heat that complements, not overpowers.
- Smoked paprika: adds smoky warmth and pretty color on top.
- Cayenne (optional): brings a sly heat if you want some kick.
- Onion powder: mellow onion flavor without weird texture.
- Garlic powder: quick garlic punch that’s reliable every time.
- Panko or crushed crackers: crunchy topping contrast you’ll crave.
- Melted butter for topping: helps crumbs crisp and brown evenly.
- Parmesan (optional): nutty finish that adds salty depth.
Ingredient Quantities
- 1 lb elbow macaroni
- 6 tablespoons unsalted butter
- 1/4 cup all purpose flour
- 3 cups whole milk
- 1 (12 oz) can evaporated milk
- 4 ounces cream cheese, softened (secret ingredient)
- 4 cups sharp cheddar, shredded (about 16 oz)
- 2 cups Monterey Jack or mild cheddar, shredded (about 8 oz)
- 2 large eggs
- 1 teaspoon Dijon mustard
- 1 teaspoon kosher salt
- 1/2 teaspoon freshly ground black pepper
- 1/2 teaspoon smoked paprika
- 1/4 teaspoon cayenne pepper (optional)
- 1/2 teaspoon onion powder
- 1/2 teaspoon garlic powder
- 1/2 cup panko breadcrumbs or crushed Ritz crackers for topping
- 2 tablespoons melted butter for topping
- 1/4 cup grated Parmesan cheese (optional)
How to Make this
1. Preheat oven to 350 F and grease a 9×13 inch baking dish with butter or nonstick spray.
2. Bring a large pot of salted water to a boil, cook 1 lb elbow macaroni until just al dente (about 7 to 8 minutes), drain and set aside.
3. In the same pot melt 6 tablespoons unsalted butter over medium heat, whisk in 1/4 cup all purpose flour and cook 1 to 2 minutes until bubbly and a little nutty but not browned.
4. Slowly whisk in 3 cups whole milk and 1 (12 oz) can evaporated milk, keep whisking until the sauce thickens and is smooth, about 5 to 7 minutes.
5. Turn heat to low and stir in 4 ounces cream cheese until melted, then add 4 cups sharp cheddar and 2 cups Monterey Jack or mild cheddar, stirring until the cheese is fully melted and sauce is creamy.
6. In a small bowl beat 2 large eggs with 1 teaspoon Dijon mustard, then temper the eggs by whisking in a few tablespoons of the hot cheese sauce, then pour the egg mixture back into the pot and mix quickly so the eggs don’t scramble.
7. Season the cheese sauce with 1 teaspoon kosher salt, 1/2 teaspoon freshly ground black pepper, 1/2 teaspoon smoked paprika, 1/4 teaspoon cayenne pepper if using, 1/2 teaspoon onion powder and 1/2 teaspoon garlic powder. Taste and adjust salt or pepper if needed.
8. Fold the drained macaroni into the cheese sauce until evenly coated, then pour everything into the prepared baking dish and spread smooth.
9. Mix 1/2 cup panko breadcrumbs or crushed Ritz crackers with 2 tablespoons melted butter and 1/4 cup grated Parmesan if you like, sprinkle evenly over the top.
10. Bake uncovered for 25 to 30 minutes until bubbly and golden on top, let rest 5 to 10 minutes before serving so it sets up a bit. Enjoy.
Equipment Needed
1. 9×13 inch baking dish, greased
2. Large pot for boiling the pasta
3. Colander to drain the macaroni
4. Medium to large heavy bottom pot or Dutch oven for the cheese sauce
5. Whisk for making the roux and whisking in milks
6. Wooden spoon or heatproof spatula for stirring cheese and folding pasta
7. Small bowl and fork for beating and tempering the eggs
8. Measuring cups and spoons plus a grater for shredding cheese and grating Parmesan
FAQ
SOUTHERN BAKED MAC AND CHEESE Recipe Substitutions and Variations
- Elbow macaroni
- Shells or cavatappi – hold sauce better so it feels creamier
- Penne – a little sturdier, good if you like more texture
- Rotini – twists trap cheese for extra gooey bites
- Cream cheese (secret ingredient)
- Mascarpone – richer and silkier, slightly sweeter
- Neufchâtel – lower fat, almost same texture and flavor
- Additional sharp cheddar (use same weight) – less tang but still creamy
- Sharp cheddar
- White cheddar – same bite, just milder color
- Colby or Colby-Jack – melts beautifully, milder flavor
- Gruyere mixed with a bit of extra cheddar – nuttier, fancier tasting
- Panko breadcrumbs or crushed Ritz for topping
- Crushed cornflakes or potato chips – crunchy and tasty, gives extra salt
- Regular breadcrumbs mixed with a little melted butter – classic and easy
- Crushed pretzels – salty crunch with a different texture
- Extra grated Parmesan only – skip the crunch for a chewier top
Pro Tips
1) Don’t overcook the pasta. Cook it a minute or two shy of al dente; it’ll finish cooking in the oven and you’ll avoid mushy mac. Rinse briefly with hot water if it starts sticking so the sauce clings to each noodle better.
2) Grate your own cheese. Pre-shredded cheese has anti-caking agents that make the sauce grainy, so buy blocks and shred them. Also, let the cheeses come close to room temp so they melt more smoothly into the sauce.
3) Temper the eggs really slowly. Whisk a ladle of the hot sauce into the eggs first, then repeat until the eggs are warm, otherwise you’ll end up with scrambled bits. If you do sneak in a few cooked egg pieces, fish them out with a spoon before baking.
4) Make the topping last minute and keep it crunchy. Mix the panko or crushed crackers with melted butter right before you sprinkle, and if you want extra crispness, broil for 1 to 2 minutes at the end watching it like a hawk, because it goes from perfect to burnt fast.

SOUTHERN BAKED MAC AND CHEESE Recipe
I serve a ridiculously creamy Southern baked mac and cheese with a secret ingredient that has guests begging for seconds and holiday plates wiped clean.
8
servings
887
kcal
Equipment: 1. 9×13 inch baking dish, greased
2. Large pot for boiling the pasta
3. Colander to drain the macaroni
4. Medium to large heavy bottom pot or Dutch oven for the cheese sauce
5. Whisk for making the roux and whisking in milks
6. Wooden spoon or heatproof spatula for stirring cheese and folding pasta
7. Small bowl and fork for beating and tempering the eggs
8. Measuring cups and spoons plus a grater for shredding cheese and grating Parmesan
Ingredients
-
1 lb elbow macaroni
-
6 tablespoons unsalted butter
-
1/4 cup all purpose flour
-
3 cups whole milk
-
1 (12 oz) can evaporated milk
-
4 ounces cream cheese, softened (secret ingredient)
-
4 cups sharp cheddar, shredded (about 16 oz)
-
2 cups Monterey Jack or mild cheddar, shredded (about 8 oz)
-
2 large eggs
-
1 teaspoon Dijon mustard
-
1 teaspoon kosher salt
-
1/2 teaspoon freshly ground black pepper
-
1/2 teaspoon smoked paprika
-
1/4 teaspoon cayenne pepper (optional)
-
1/2 teaspoon onion powder
-
1/2 teaspoon garlic powder
-
1/2 cup panko breadcrumbs or crushed Ritz crackers for topping
-
2 tablespoons melted butter for topping
-
1/4 cup grated Parmesan cheese (optional)
Directions
- Preheat oven to 350 F and grease a 9×13 inch baking dish with butter or nonstick spray.
- Bring a large pot of salted water to a boil, cook 1 lb elbow macaroni until just al dente (about 7 to 8 minutes), drain and set aside.
- In the same pot melt 6 tablespoons unsalted butter over medium heat, whisk in 1/4 cup all purpose flour and cook 1 to 2 minutes until bubbly and a little nutty but not browned.
- Slowly whisk in 3 cups whole milk and 1 (12 oz) can evaporated milk, keep whisking until the sauce thickens and is smooth, about 5 to 7 minutes.
- Turn heat to low and stir in 4 ounces cream cheese until melted, then add 4 cups sharp cheddar and 2 cups Monterey Jack or mild cheddar, stirring until the cheese is fully melted and sauce is creamy.
- In a small bowl beat 2 large eggs with 1 teaspoon Dijon mustard, then temper the eggs by whisking in a few tablespoons of the hot cheese sauce, then pour the egg mixture back into the pot and mix quickly so the eggs don’t scramble.
- Season the cheese sauce with 1 teaspoon kosher salt, 1/2 teaspoon freshly ground black pepper, 1/2 teaspoon smoked paprika, 1/4 teaspoon cayenne pepper if using, 1/2 teaspoon onion powder and 1/2 teaspoon garlic powder. Taste and adjust salt or pepper if needed.
- Fold the drained macaroni into the cheese sauce until evenly coated, then pour everything into the prepared baking dish and spread smooth.
- Mix 1/2 cup panko breadcrumbs or crushed Ritz crackers with 2 tablespoons melted butter and 1/4 cup grated Parmesan if you like, sprinkle evenly over the top.
- Bake uncovered for 25 to 30 minutes until bubbly and golden on top, let rest 5 to 10 minutes before serving so it sets up a bit. Enjoy.
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: 331g
- Total number of serves: 8
- Calories: 887kcal
- Fat: 62.5g
- Saturated Fat: 34.1g
- Trans Fat: 0.2g
- Polyunsaturated: 2.5g
- Monounsaturated: 13.8g
- Cholesterol: 204mg
- Sodium: 1023mg
- Potassium: 440mg
- Carbohydrates: 62.8g
- Fiber: 2.3g
- Sugar: 10.1g
- Protein: 38.5g
- Vitamin A: 3000IU
- Vitamin C: 1mg
- Calcium: 820mg
- Iron: 2.3mg

















