This baked, southern macaroni and cheese recipe will not disappoint!

I wanted to be sure I shared this one with you in time for the holiday meals. This is a favorite in my kitchen. I spent years (not exaggerating) working with a macaroni and cheese recipe because when it’s right, then it’s perfect! No less would do. It had to be creamy and cheesy.

This is now THE favorite dish. My kids have a habit of asking their friends, “If you could only choose one thing for my mom to make you, what would it be?” So far the answer has unanimously been this mac and cheese.

This one would make my grandmother proud and continues to be a staple around big family meals. The ingredients are actually rather simple, but there are a few techniques that make the recipe great.

Southern Macaroni and Cheese Recipe

  • 16 ounces elbow noodles
  • 1/2 cup butter
  • 1/2 cup all purpose flour
  • 1/2 tbsp salt
  • 3 1/2 cups organic whole milk
  • 4 cups shredded mild cheddar cheese (highly recommend shredding it yourself)

Cook your noodles in boiling water for 9 minutes. Drain with cold water (this is very important so that they do not over cook!!). Pour into a 9×13 baking dish, lightly salt the noodles, and set to the side.

For the sauce:

Butter and flour, golden and bubbly.
Just keep whisking. Just keep whisking. Almost there.

Melt butter over medium heat in a large saucepan. Add flour and stir until smooth, golden, and bubbly (1-2 minutes). Pour in milk, one cup at a time while whisking until smooth. Add salt. When the milk is warm, add cheese, one handful at a time and continue to whisk in. Make sure the cheese is melting down and incorporating well into the milk before adding another handful. Just keep whisking! Once all the cheese is incorporated, allow the sauce to come to a simmer. As it does, it will thicken. Once thick and creamy (this will only take a minute or so), turn it off, and allow it to cool about 30 minutes. Preheat oven to 400 degrees.

Once cooled, pour half the sauce over the noodles. Stir. Pour remaining sauce. At this point you can cover it with foil and bake it for 25 minutes, or refrigerate it until the next day.

30 minute meals

Things that will break this recipe:

  • Not draining the noodles under cold water. They will overcook in the sauce and cause the pasta to have the wrong texture.
  • Not allowing the sauce to cool off a bit. Can also prematurely cook the noodles too much.
  • Leaving the foil off of the macaroni when cooking can dry it out too much. If you want it to have a bit of “crunchy cheese” on top, remove the foil about five minutes before baking time is up.
  • You can use pre-shredded cheese, but it does change the texture of the sauce just a bit. It makes it gummier because of the starch in packaged shredded cheese.
All of my 9×13’s were in use, so I used my dutch oven. I actually like the way it looked!

Need a good dessert to complement this side dish? These Chocolate Frosted Shortbread cookies are AMAZING.


Rachel is a Postpartum Nurse of 15+ years. She is also a Spinning Babies® CPE, Childbirth Educator, Published Author, and Recipe Creator. Rachel's passion is to encourage and empower women in all things related to motherhood.

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