There’s nothing like good old-fashioned Southern Baked Mac and Cheese. It’s extra rich, creamy, and comforting thanks to a custardy cheese sauce made with eggs, sour cream, and double the cheddar. Perfect for potlucks, Thanksgiving & holiday feasts, and just because!

close up of a pan of baked mac and cheese

Simply put, if you’ve never experienced how we Southerners cook up a batch of mac and cheese, you’re in for one heck of a soul-warming cheesy treat. Southern macaroni and cheese is literally the best in the business. So what is the big deal? Let’s break down what elevates Southern-style mac above the rest.

First, the pasta. Elbow macaroni is non-negotiable in Southern-style macaroni and cheese. Next, the cheese sauce. It’s made with milk, sour cream, eggs, and a generous amount of decadent cheddar. As a result, the density of the dish has a rich, custard-like element that’s truly divine.

However, the technique is the most distinguishable characteristic of Southern-style macaroni and cheese. We bake our mac and cheese casserole style, creating an ooey-gooey, GORGEOUS golden batch of mac and cheese unlike any other.

Here for the cheese? Don’t miss my cheesy breakfast potatoes, chicken & broccoli casserole, and cheesy pancetta pasta bake while you’re here!

Why You'll Love This Recipe

The taste and texture. It’s thicker, richer, and loaded with Southern flavors that are downright more delicious than any other mac and cheese.
The ease. This mac from scratch is almost as easy as the boxed stuff.
Perfect make-ahead holiday side. Assemble the day before and bake it when you’re ready!
Easy to lighten up. No one will ever know the difference between the lightened-up version you’ll find in the variations section and the OG full-fat favorite.

On top of everything, I’ll let these reader reviews speak for themselves:

“This is like the mac and cheese my grandma used to make! Great memories and a great recipe. Thanks for sharing and recommending Cabot cheese!” -Jackie

“This was insane! I’ve been looking for a Southern recipe forever! Made minor mods, and it turned out way better than I ever hoped. This cold Yankee dreaming of being back south thanks you!” -Stephanie

Ingredients You'll Need

ingredients for baked mac and cheese on a counter

Elbow macaroni – Elbows are the Southern standard, but you can choose your preference. Opt for tubular shapes with crevices to soak up sauce; cavatappi, small conchiglie (shells), penne, fusilli, rotini, etc. We really like Dreamfields; it's a low-glycemic, low-carb pasta that actually tastes like the real deal!
Eggs – Eggs volumize the cheese sauce as it bakes, resulting in a luxuriously rich and creamy sauce.
Cheeses – I highly recommend using one block of Cabot extra-sharp cheddar and 1½ blocks of Cabot sharp cheddar (reserving the other half for slicing and snacking while the mac and cheese bakes, of course).
Whole milk – The liquid base of the cheese sauce. Cream, half and half, or evaporated milk also works here.
Sour cream & butter – The secret to the sauce! Sour cream helps make it extra smooth and creamy, while butter adds rich depth to the flavor.
Ground mustard – Just a pinch makes a significant impact without overpowering the mac with a strong mustardy flavor. The acidic element improves and balances out the overwhelming indulgent tastes, so they’re perfectly palatable.
Cayenne pepper – For a touch of smoky heat and warming undertones. If cayenne is hotter than you like, smoked paprika is a milder alternative.
Salt and pepper – To taste!

How To Make Southern-Style Baked Mac and Cheese

collage of making southern mac and cheese in four steps

Step 1: Prepare to bake. Preheat the oven to 375° and spray your baking dish with cooking spray. Shred cheese directly from the blocks. I use a salad shooter for this- works great and shreds cheese in seconds!

Step 2: Cook macaroni. Bring a large pot of salted water to a boil. Add pasta, and cook till al dente according to the package instructions. Drain and set aside to cool.

Step 3: Combine cheese sauce ingredients. Add eggs to a large mixing bowl and beat until smooth. Add the sour cream, milk, melted butter, seasonings, and all but 1 cup of shredded cheddar cheese. Mix until combined.

Step 4: Toss macaroni with sauce and assemble. Add cooled pasta to the bowl and toss until the noodles and cheese sauce are fully incorporated. Pour the mixture into your greased baking dish, and sprinkle the rest of the cheese on top.

macaroni and cheese in a baking dish ready to bake

Step 5: Bake! Transfer to your preheated oven and bake until the cheese is hot, bubbly, and just beginning to turn golden. Be sure to remove the baking dish from the oven before the top starts to brown -at this point, it will still be jiggly, and that’s ok!

Step 6: Cool and serve. Let the macaroni and cheese rest in the baking dish for about 5-10 minutes to finish thickening. Finally, grab a serving spoon and dig in!

side view of mac and cheese in a decorative serving dish with a spoon

Recipe Tips

Don’t boil the elbows past al dente. If boiled too long, the noodles ultimately overcook during baking and turn mushy.
No rinsing the cooked noodles! It gives the cheese sauce a starchy surface to cling to.
Let cooked pasta cool to the touch. If the pasta is too hot when you toss it with the cheese sauce, the eggs will begin cooking and make the sauce lumpy.
Do not use bagged shredded cheese. Freshly shredded cheese is critical to the creaminess. The bagged stuff simply can’t compete with the melting qualities of cheese grated from a block.
Allow casserole time to cool. Letting the baked mac and cheese stand in the baking dish for at least 10 minutes helps the custard set properly.

Variations

I’m honestly a purist when it comes to my macaroni and cheese, but if you want to get creative and make it your own, by all means, go for it!

Cheese: If you don’t like sharp cheddar, mild cheddar (or any cheese you like) is a perfectly suitable substitution. The options include but aren’t limited to asiago, colby jack, fontina, gouda, gruyère, Monterey jack, mozzarella, muenster, etc.

Add-ins & toppings: Upgrade your mac and cheese to a mighty main course with these crave-worthy ideas.

Meaty mix-ins - Diced ham, chopped cooked bacon, hot dog slices, or cooked ground sausage.
Veggies - Green peas, blanched broccoli or cauliflower florets, chopped jalapeno, chopped tomato, etc.
Toppings - Regular or panko breadcrumbs, crumbled bacon, grated parmesan cheese, crushed Ritz crackers, etc.

Lighten things up: To make this classic Southern macaroni cheese with fewer calories and less fat without sacrificing flavor, use low-fat cheese like Cabot’s 50% less fast sharp cheddar for 12 oz of the cheese (you want 8 oz of the full-fat extra-sharp cheddar for some creaminess). Also, substitute whole milk for 2% milk, and be sure to use light sour cream instead of full-fat. As for the butter, sticks of Land O’ Lakes olive oil blend are a great substitution (if you can find them). I first posted this recipe as the lightened-up version, but most people want the real deal. Now you get the best of both worlds, depending on your preference.

a pan of baked mac and cheese with a napkin and serving spoon on the side

Storing & Make Ahead

Storing leftovers: Let cool to room temperature, then keep your leftovers covered in the refrigerator for 4-5 days. Likewise, you can freeze leftovers in a well-sealed container for up to 2 months. Thaw in the fridge and reheat in the oven at 350° until heated through.

Make ahead: To give yourself a headstart on the holiday, you can prepare this mac and cheese until the baking part 1-2 days in advance. Let it cool to room temperature, then cover the entire pan tightly with foil and keep it in the fridge. When ready to serve, let the dish sit on the counter to bring it to room temperature, then bake as instructed until hot and bubbly.

Recipe FAQs

What size casserole pan should I use?

This recipe yields just the right amount of macaroni and cheese to fill a 9x13” baking dish.

Can I use bagged shredded cheese?

Technically, yes -but remember, because of the anti-caking agents added to bagged shredded cheese, it doesn’t melt nearly as nicely as cheese shredded fresh off the block. If you must use bagged cheese, you will need roughly 5 cups of shredded cheese in total.

How do I reheat leftover mac and cheese without drying it out?

The richness of this Southern mac and cheese will help keep it nice and moist during reheating, but if it needs a little boost, you can add a splash of milk, cream, or half and half. Adding a pat of butter before reheating also helps.

More Classic Southern Sides

Macaroni and cheese on a plate with chicken and green beans

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close up of a spoonful of creamy baked mac and cheese

*This post was originally posted March 29, 2011 and has been updated with recipe enhancements and new photos.

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Amee Livingston

Hi, I'm Amee and I'm completely obsessed with all things fitness, recipe makeovers, and creating tasty, time-saving, recipes. Born and raised in South Carolina, I have a deep love for southern food culture. I am a Certified Personal Trainer, Nutrition Coach, Cancer Exercise Specialist, recipe developer, and freelance content creator. I believe that anyone can be an amazing home cook, and there's nothing better than family time around the table!