There's something irresistibly comforting about turning gooey, cheesy pasta into a golden-baked masterpiece. This Southern Baked Mac and Cheese Recipe hits all those cozy notes with layers of rich cheeses and a perfectly crunchy top, making it a dish you'll want to make again and again.

The image shows a baking dish filled with creamy macaroni and cheese. The top layer is a thick, golden-yellow melted cheese crust with some browned spots near the edges. Below this crispy cheese layer, there are two layers of soft, pale yellow mac and cheese pasta with a smooth and creamy texture. A woman's hand is lifting a portion with a metal serving spoon, revealing stretchy melted cheese strings between the dish and spoon. The baking dish is white, sitting on a white marbled surface. photo taken with an iphone --ar 2:3 --v 7

Jump to:

Why You'll Love This Recipe
Ingredients & Why They Work
Make It Your Way
Step-by-Step: How I Make Southern Baked Mac and Cheese Recipe
Top Tip
How to Serve Southern Baked Mac and Cheese Recipe
Make Ahead and Storage
Frequently Asked Questions:
Final Thoughts
Southern Baked Mac and Cheese Recipe

Why You'll Love This Recipe

I really adore this Southern Baked Mac and Cheese Recipe because it’s the perfect blend of creamy, smoky, and just a little spicy, with a crunchy top that’s like the cherry on top. It feels like a warm hug from the South on a plate.

Cheese Trio Magic: The combination of sharp cheddar, smoked gouda, and pepper jack creates a complex, indulgent flavor you don’t often get in mac and cheese.
Velveeta Surprise: Adding cubes of Velveeta inside keeps the mac extra creamy and melty from within, not just on top.
Spiced Just Right: A layering of gentle spices subtly lifts the dish without overpowering the cheeses.
Crunchy Topping: That broiled cheese crust adds texture and gorgeous color, making this not just tasty but visually inviting.

The image shows a close-up of a baked macaroni and cheese dish with two layers. The top layer is golden yellow melted cheese that looks crispy and bubbly with some brown spots. Below the crunchy cheese layer is soft, creamy macaroni pasta covered in smooth melted cheese sauce. A white utensil is scooping up a serving from the dish, revealing the thick cheesy texture inside. The background is a white marbled surface. photo taken with an iphone --ar 2:3 --v 7

Ingredients & Why They Work

Every ingredient here plays a role in balance and flavor. From the choice of cheeses to the butter and flour combo that forms our creamy base, these are essentials that work harmoniously. Here are a few tips as you shop or prep:

Flat lay of a small pile of dried elbow macaroni pasta, a stick of unsalted butter, a small white ceramic bowl filled with all purpose flour, a small white ceramic bowl with whole milk, a small white ceramic bowl with half-and-half, three whole uncracked brown eggs, a few sprigs of fresh parsley, a small white ceramic bowl of kosher salt, a small white ceramic bowl of freshly ground black pepper, a small white ceramic bowl of ground mustard, a small white ceramic bowl of garlic powder, a small white ceramic bowl of onion powder, a small white ceramic bowl of smoked paprika, a small white ceramic bowl of ground nutmeg, a small white ceramic bowl with a pinch of cayenne pepper, a block of sharp cheddar cheese, a block of smoked gouda cheese, a block of pepper jack cheese, and cubed Velveeta cheese all arranged symmetrically and neatly on a clean white marble surface, soft natural light, photo taken with an iPhone, professional food photography style, fresh ingredients, white ceramic bowls, no bottles, no duplicates, no utensils, no packaging --ar 2:3 --v 7 --p m7354615311229779997

Sharp Cheddar Cheese: Sharpness here delivers classic mac and cheese bite and depth, and shredding it fresh means it melts perfectly.
Smoked Gouda Cheese: Adds a subtle smoky layer that gives this recipe its Southern soul.
Pepper Jack Cheese: Brings just a touch of spicy warmth—you can adjust this to your heat preference.
Velveeta: Cubed inside to create little pockets of gooey creamy texture.
Elbow Macaroni: Classic and holds sauce beautifully without getting mushy—don’t overcook it!
Unsalted Butter: For that rich, golden roux base—unsalted allows you to control seasoning better.
All-Purpose Flour: Thickens the cheese sauce; gluten-free flour can work if you need a gluten-free version.
Whole Milk & Half-and-Half: Creaminess comes from this combo — whole milk keeps it smooth, half-and-half adds richness without being heavy.
Seasonings: Kosher salt, black pepper, ground mustard, garlic & onion powders, smoked paprika, nutmeg, and a pinch of cayenne are the secret spice blend that wakes up the cheese sauce.

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Note: You'll find the complete list of ingredients, along with their exact measurements, in the printable recipe card at the bottom of this post.

Make It Your Way

One of the best parts of this Southern Baked Mac and Cheese Recipe is how flexible it can be. I like to adjust the spice levels sometimes or swap cheeses depending on what’s on hand, and honestly, it almost never fails to delight.

Variation: I sometimes add crispy bacon or diced jalapeños for a fun, smoky crunch and heat that kick it up a notch without losing that creamy texture.

Step-by-Step: How I Make Southern Baked Mac and Cheese Recipe

Step 1: Prep and Cheese Grating Magic

I start by preheating my oven to 375°F and greasing a 9×13-inch baking dish well—that buttery coating helps with that perfect crispy edge. Grating the sharp cheddar, smoked gouda, and pepper jack fresh means everything melts evenly, and I separate the Velveeta cubes—they’ll melt differently, so patience is key here.

Step 2: Cook Pasta to Al Dente Perfection

Boil the macaroni in salted water only until al dente—about 5-6 minutes. This prevents mushy pasta after baking, which is a mistake I learned the hard way! Rinse under cool water to stop the cooking and drain well, leaving the pot empty and ready for the roux.

Step 3: Make the Rich Cheese Sauce Base

Melt butter over medium heat then whisk in the flour, cooking about 2-3 minutes until golden—this cooks off the “floury” taste. Slowly add milk and half-and-half, whisking to prevent lumps, then simmer gently until thickened. Add all the seasoning spices, then fold in most of the shredded cheese, reserving a little for the topping. Taste and adjust salt or spice—this is the moment the sauce comes alive!

Step 4: Combine Pasta and Cheese Sauce

Quickly stir the macaroni into the sauce until every piece is luxuriously coated. Pour into your prepared dish, nestle the Velveeta cubes throughout so they melt in hidden pockets, then sprinkle the remaining shredded cheeses on top for that gorgeous finish.

Step 5: Bake to Cheesy Perfection

Bake uncovered for 35 minutes, until bubbly, golden, and crispy on top. For a deeper crust, I switch my oven to broil at the end for 2 minutes—watch closely so it doesn’t burn! The smell will have you drooling before it’s even ready.

Top Tip

Making this Southern Baked Mac and Cheese Recipe has taught me a few things, especially around timing and texture. Here are my top tips that make a big difference:

Grate Your Own Cheese: Pre-shredded cheese often contains anti-caking agents that can affect melting, so freshly grated really transforms the sauce’s silkiness.
Don’t Overcook Pasta: Cooking to al dente and rinsing stops the pasta from becoming a mushy mess after baking.
Layer Velveeta Strategically: Mixing those cubes inside ensures pockets of velvety cheese surprise you with every bite.
Broil Last for Texture: A quick blast under the broiler gives that irresistible golden-brown crust you’re craving, but keep your eyes on it—it burns fast!

How to Serve Southern Baked Mac and Cheese Recipe

Southern Baked Mac and Cheese - Serving Suggestion

Garnishes

I love sprinkling a bit of chopped fresh parsley for color and brightness—it cuts through all the richness nicely. Sometimes, a few crispy fried onions on top add that extra irresistible crunch.

Side Dishes

This mac and cheese pairs beautifully with simple green beans or a tangy coleslaw to balance the richness. For a heartier meal, add some smoky grilled sausage or fried chicken on the side.

Creative Ways to Present

For special occasions, I've spooned this mac into individual cast iron skillets or ramekins and topped with extra cheese and herbs—guests love the personal touch and the presentation makes it feel extra special.

Make Ahead and Storage

Storing Leftovers

I tightly cover my leftovers with foil or plastic wrap and refrigerate. The macaroni holds up well for 2-3 days and reheats beautifully in the oven or microwave if you add a splash of milk to bring back creaminess.

Freezing

This Southern Baked Mac and Cheese Recipe freezes great, just make sure to freeze it before baking or right after it cools from baking. Wrap tightly and thaw overnight in the fridge before reheating to keep the texture just right.

Reheating

To warm leftovers, I cover the mac and cheese with foil and bake at 350°F until heated through, checking to avoid drying out. Adding in a splash of milk or cream helps revive the luscious sauce.

Frequently Asked Questions:

Can I use different cheeses in this Southern Baked Mac and Cheese Recipe?

Absolutely! While sharp cheddar, smoked gouda, and pepper jack create a wonderful flavor profile, feel free to experiment with cheeses like mozzarella, fontina, or Gruyère depending on your taste and what you have on hand. Just keep a balance between creamy and sharp cheeses for best results.

How do I prevent my mac and cheese from being too runny or too dry?

The key here is cooking your roux (butter and flour) long enough to eliminate raw flour taste and gradually adding milk while whisking to avoid lumps. Also, cook pasta just until al dente so it doesn’t get mushy. If the sauce seems too thick before baking, add a splash more milk, and if too thin, cook it a bit longer on the stove to thicken before mixing with pasta.

Can I make this recipe gluten free?

Yes! You can substitute the all-purpose flour with a gluten-free flour blend that works as a thickening agent. Additionally, use gluten-free pasta to keep the dish fully gluten free. Keep in mind cooking times may vary slightly with gluten-free pasta, so check it often to avoid overcooking.

What’s the best way to get a crispy topping on Southern Baked Mac and Cheese?

To get that coveted crispy, golden crust, sprinkle the reserved shredded cheeses on top and bake uncovered until bubbly. Then switch your oven to broil for the last couple of minutes, but watch closely to prevent burning. You can also add a light dusting of breadcrumbs mixed with butter if you want extra crunch.

Final Thoughts

This Southern Baked Mac and Cheese Recipe has been a beloved staple in my kitchen for years. There's such joy in sharing its rich, melty goodness with friends and family around the table. I hope, when you make it, it fills your home with that same comforting warmth and becomes your go-to for cozy nights or celebrations. Trust me, once you try it, you’ll understand why it’s such a Southern classic!