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"Under The Moon and Over The Sky" Classic Southern Baked Mac and Cheese

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This post was updated 11/20/2019

Southern Baked Mac and Cheese - decadent, comforting, and creamy mac and cheese recipe perfect as one of your holiday side dishes or a regular Sunday dinner menu item.

mac and cheese in blue pan
Southern Baked Mac and Cheese - decadent, comforting, and creamy mac and cheese recipe perfect as one of your Thanksgiving side dishes or a regular Sunday dinner menu item.

My holiday menu features the classics like smoked turkey and honey baked ham, but I use my Thanksgiving side dishes to explore new recipes and have fun. This is true for all sides, except the best macaroni and cheese you'll ever have, aka my version of Southern baked mac and cheese.

I keep it simple, I keep it cheesy, and most importantly I keep it classic! I know many have some of the most creative Mac and cheese recipes featuring ingredients like bacon, jalapenos, and lobster. My holiday playlists typically features some Angela Bofill. Her voice is as comforting as any good bowl of mac and cheese and she is so underrated, underappreciated, unsung!.

My idea of classic southern style mac and cheese is a good melt, strong cheddar taste, and a nice crust. For me its just straight cheese, cream, pasta and simple spices. Only two cheeses, not 3, 4, 5, 6 types. I grew up on humble southern mac and cheese that cost about $2 vs. $20. My cheeses of choice are a really good sharp cheddar and a parmesan.

Best Cheeses For Mac and Cheese?

In my humble opinion, the best macaroni and cheese recipes are generally kept pretty simple. The first choice is a good American sharp cheddar cheese. You can't beat the melt and the flavor, both of which are essential to good mac and cheese. I tend to also lean towards one of the smoked versions. Two is my max number of cheeses, and my second one is one of the creamier type cheeses. I'm partial to pecorino, but parmesan or gruyere are great choices as well.

Baked vs. stovetop

I'm not going to get into a debate about which is better, stovetop or baked. That's for another day, but for three years during my days working for Kraft foods I was responsible for tracking cheese recipes consumption. Baked Mac and cheese was tops nationally, but especially in the South. I know stovetop is easier, but I'm strictly a baked Mac and cheese dude. I gotta have that crust like Nola Darling, plus that roasted pasta taste and creamy bechamel sauce are non-negotiable.

mac and cheese in blue bowl

How to make baked mac and cheese

Step 1: Grate your cheese

Packaged shredded cheese works fine for convenience, but for that robust cheesy flavor grate your own fresh cheese.

Step 2: Boil salted water

Salt the water generously to adequately season the pasta

Step 3: Boil pasta

Boil the pasta to el dente, i.e. to a slightly chewy texture. Don't worry about the pasta being undercooked as it will cook more during the baking step.

Step 4: Make the roux and cheese sauce

The roux is the key to more flavor and a thicker consistency. Melt the butter then add flour stirring constantly until it begins to turn brown.
Add the milk and cream to the roux and stir. Keep stirring until the sauce begins to thicken.
Season the roux with bay leaf, salt, pepper, garlic, and paprika
Add ¾ of the cheese to the roux and mix in well.
Season a bit more. Remember the better seasoned the roux, the more complex and flavorful your mac and cheese.

Step 5: Add the pasta to the cheese sauce

mac and cheese in rectangular pan

Step 6: Top the macaroni with a layer of cheese

Distribute the cheese evenly across the top of the macaroni

Step 7: Make the crust

Melt butter in the pan then add the panko bread crumbs stirring constantly. As the crumbs began to brown add a handful of shredded cheese and mix well.
Top the mac and cheese with the bread crumbs mixture.

Step 8: Bake the mac and cheese

mac and cheese in blue pan
Bake at 350 degrees for 30-45 minutes.

Best Macaroni and Cheese Cooking tips

  • Choose the right macaroni pasta. You can never go wrong with elbow, but more importantly, choose a pasta that has different nooks and crannies for the cheese to find its way into. They're good at holding the melted cheese so you get the goods with every bite
  • Heavily salt the water before boiling the water
  • Don't cook beyond al dente (pasta should be cooked but chewy) because the pasta will continue to cook in the oven
  • Choose a good American cheese as your base, as they tend to melt better. Take it easy on the different number of cheeses as you can end up with competing strong ones. One sharp and one creamy (gruyere, parmesan) is enough
  • Shred your own cheese. Pre-shredded store-bought has different types of stabilizers
  • Don't skip the roux, as it's what gives Mac and cheese texture. Flavor your roux with pepper, bay leaves, and spices like mustard powder and paprika
  • Toss the cooked pasta in butter before adding your cheese sauce. This will help the cheese stick to the pasta better
  • Make that crust by mixing melted butter, bread crumbs, and cheese then topping the dish before baking
  • Keep the ingredients simple. Focus on a few, high-quality ones
mac and cheese in blue pan


Black Rice and Sweet Potatoes Salad

Broccoli and Cheese

Sweet Potato Pie

Candied Yams

Smothered Green Beans and Potatoes

Smoked Mac and Cheese

Southern Meatloaf

Southern Chicken and Dumplings Recipe

Southern Creamed Corn

For other comforting cheesy recipes check out this brisket grilled cheese sandwich or grilled cheese with andouille sausage.

Making this recipe

If you add this southern baked mac and cheese recipe to your holiday side dishes or Sunday dinners, please come back and leave me a comment below with your feedback. Definitely take a photo of the dish and be sure to tag #foodfidelity so that I can see them.

You can also keep up with my food exploits as well as original recipes! You can find me on InstagramFacebookTwitter, and Pinterest. If you like any of the music you find on the site, visit me at Spotify to find curated monthly playlists.

mac and cheese in blue bowl

Baked Mac and Cheese

Decadent, comforting, and creamy mac and cheese recipe perfect as one of your Thanksgiving side dishes or a regular Sunday dinner menu item.
Prep Time: 5 minutes
Cook Time: 35 minutes
Total Time: 40 minutes
Course: Side Dish
Cuisine: American
Servings: 6 people
Calories: 528kcal
Author: Marwin Brown


  • ½ pound elbow macaroni or shells
  • 3 tablespoons butter
  • 3 tablespoons flour
  • 1 tablespoon mustard powder
  • 2 ½ cups milk
  • ½ cup heavy cream
  • 1 bay leaf
  • 1 tablespoon paprika
  • 1 cup sharp cheddar shredded
  • ½ parmesan or pecorino cheese grated
  • 1 teaspoon kosher salt
  • Fresh black pepper


  • 3 tablespoons butter
  • 1 cup panko bread crumbs
  • ¼ cup sharp cheddar


Prepare the pasta

  • Preheat oven to 350 degrees F.
  • In a large pot of boiling, salted water (the saltier the better) cook the pasta to al dente. Drain and put back into pot cooked in. Add butter to make it easy for the cheese sauce to stick

Make the roux

  • While the pasta is cooking, melt butter in a sauce pan, add flour and stir constantly to a smooth consistency and it begins to brown. Add milk and cream stirring constantly until it begins to thicken. Once pretty thick move from heat and add spices (pepper, mustard powder, paprika). Remove the bay leaf. Add cheese and mix thoroughly.
  • Fold the macaroni into the mix and pour into casserole dish. Top with remaining cheese.

Make the crust

  • Melt the butter in a saute pan and toss with the bread crumbs and reserved cheese to coat. Top the macaroni with the bread crumbs mixture. Bake for 30 minutes. Remove from oven and rest for five minutes before serving.



Calories: 528kcal | Carbohydrates: 45g | Protein: 16g | Fat: 31g | Saturated Fat: 18g | Cholesterol: 92mg | Sodium: 762mg | Potassium: 306mg | Fiber: 2g | Sugar: 7g | Vitamin A: 1615IU | Calcium: 333mg | Iron: 1.7mg
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Recipe Rating


Sunday 26th of December 2021

I love Mac and a cheese and you make yours a lot like how I make mine.


Sunday 26th of December 2021

Nothing beats mac an d cheese when you think of comfort food especially when its snowing outside. Totally in love with this twist.

Jacqueline Debono

Sunday 26th of December 2021

This looks like a delicious mac n cheese. I've never added breadcrumbs to the top before but I can imagine how crispy that makes it! On my to make list!

Amanda Dixon

Sunday 26th of December 2021

This is total comfort food! It was perfectly cheesy and creamy and great for the whole family.


Friday 24th of December 2021

I just made this the other day when my kids requested macaroni and cheese for dinner. So delicious! Will be a recipe on repeat for sure!