I just made my Best Ever Mac And Cheese Baked Macaroni and the secret ingredient turns it into an outrageously creamy, totally addictive dish you’ll beg me for.

I’m obsessed with this Southern Baked Macaroni And Cheese Recipe because it hits everything I want in comfort food without acting like it’s fancy. I love the way melted sharp cheddar folds into silk when you stir in a surprise of cream cheese, then browns on top into crunchy crumbs.
No fluff. Just cheesy depth, a little tang, and that browned top that people fight over.
It’s my go-to for Sunday dinners and holidays when I want real, honest mac that feeds a crowd and disappears fast. People call it the Best Mac N Cheese Recipe and they aren’t wrong.
Ingredients

- Elbow macaroni: comforting noodle base that soaks up all that cheesy sauce.
- Unsalted butter: creamy richness, helps the sauce cling to pasta.
- Plus melted butter for topping: gives that golden, buttery crust you’ll crave.
- All purpose flour: thickens the sauce so it’s luxuriously clingy, not runny.
- Whole milk: adds creaminess and body, keeps things smooth and cozy.
- Evaporated milk: richer mouthfeel without being overly heavy, old-school trick.
- Basically cream cheese: secret cream boost that makes sauce ultra silky.
- Sharp cheddar: bold, tangy cheese punch that defines the mac flavor.
- Mild cheddar or Colby: mellow cheese to balance the sharpness, friendly bite.
- Grated Parmesan: salty umami kick and a little savory complexity.
- Eggs: bind everything so each bake slices neatly, not sloppy.
- Dry mustard: adds subtle zip and helps cheese taste brighter.
- Worcestershire sauce: a little savory depth; it’s like background flavor magic.
- Onion powder: gentle sweetness and savory backbone without fresh onion texture.
- Garlic powder: warm, familiar garlic note that won’t overpower.
- Cayenne pepper: just a touch of heat to wake up the cheese.
- Salt and black pepper: essential seasoning, don’t skip it.
- Panko or breadcrumbs: crunchy topping contrast, keeps it from feeling one-note.
- Chopped parsley: fresh herbal pop, pretty and optional.
Ingredient Quantities
- 1 lb elbow macaroni, uncooked
- 4 tbsp unsalted butter, plus 2 tbsp melted for topping
- 1/4 cup all purpose flour
- 2 cups whole milk
- 1 cup evaporated milk
- 8 oz cream cheese, room temp (secret ingredient)
- 3 cups sharp cheddar, shredded
- 1 cup mild cheddar or Colby, shredded
- 1/2 cup grated Parmesan
- 2 large eggs, lightly beaten
- 1 tsp dry mustard
- 1 tsp Worcestershire sauce
- 1 tsp onion powder
- 1/2 tsp garlic powder
- 1/4 tsp cayenne pepper, or to taste
- Salt and freshly ground black pepper, to taste
- 1 1/2 cups panko or plain breadcrumbs
- 2 tbsp chopped fresh parsley (optional)
How to Make this
1. Preheat oven to 350°F. Butter a 9×13 inch baking dish and set aside.
2. Boil 1 lb elbow macaroni in heavily salted water until just under al dente, about 1 to 2 minutes less than package directions. Drain and toss with a little butter so it doesnt stick.
3. In a large saucepan melt 4 tbsp unsalted butter over medium heat. Whisk in 1/4 cup all purpose flour and cook 1 to 2 minutes until slightly nutty but not brown.
4. Slowly whisk in 2 cups whole milk and 1 cup evaporated milk, stirring constantly until smooth and beginning to thicken, about 4 to 6 minutes.
5. Reduce heat to low and stir in 8 oz cream cheese (the secret ingredient) until fully melted and smooth. Then add 3 cups sharp cheddar, 1 cup mild cheddar or Colby, and 1/2 cup grated Parmesan, stirring until melted.
6. In a small bowl lightly beat 2 large eggs. Temper the eggs by whisking a few tablespoons of the hot cheese sauce into the eggs, then slowly whisk the egg mixture back into the pot so the sauce doesnt scramble.
7. Stir in 1 tsp dry mustard, 1 tsp Worcestershire sauce, 1 tsp onion powder, 1/2 tsp garlic powder, 1/4 tsp cayenne pepper, and salt and freshly ground black pepper to taste. Taste and adjust seasonings.
8. Combine the drained pasta with the cheese sauce in the pot (or pour sauce over pasta in a large bowl) and mix well. Pour everything into the prepared baking dish and smooth the top.
9. Mix 1 1/2 cups panko or plain breadcrumbs with 2 tbsp melted butter and a little extra Parmesan if you like, then sprinkle evenly over the mac. Drizzle the remaining 2 tbsp melted butter on top. Sprinkle 2 tbsp chopped fresh parsley if using.
10. Bake for 25 to 35 minutes until bubbly and golden on top. Let rest 10 to 15 minutes before serving so it sets. Enjoy with a crisp green salad or roasted veggies.
Equipment Needed
1. 9×13 inch baking dish (buttered and ready to go)
2. Large pot for boiling the pasta (with lid)
3. Colander to drain the macaroni
4. Large saucepan for the cheese sauce
5. Whisk (for the roux and tempering the eggs)
6. Rubber spatula or wooden spoon to stir and scrape the pot
7. Measuring cups and spoons (for milk, flour, spices)
8. Mixing bowl for combining pasta and sauce, plus a small bowl to beat the eggs
FAQ
SOUTHERN BAKED MAC AND CHEESE Recipe Substitutions and Variations
- Elbow macaroni: swap for cavatappi or medium shells — they trap sauce nice and make every bite cheesy, not a big change to cook time.
- Whole milk: use 2% or a mix of 1 cup half and half plus 1 cup water if you want it creamier without being too heavy.
- Cream cheese (secret ingredient): mascarpone for a silkier, richer sauce or whole-milk ricotta if you want a slightly lighter, tangy finish.
- Panko breadcrumbs: substitute crushed buttery crackers like Ritz or plain breadcrumbs tossed with 2 tablespoons melted butter for the same crunchy topping.
Pro Tips
1) Undercook the pasta on purpose. Stop the elbows 1 to 2 minutes shy of al dente, drain, and toss with a little butter. That way the noodles won’t get mushy after baking and the texture stays perfect.
2) Temper the eggs slowly and keep the sauce on low. Whisk a few tablespoons of hot sauce into the beaten eggs first, then pour them back in while stirring. If the sauce is too hot or you add the eggs too fast you’ll get scrambled bits instead of a silky sauce.
3) Bring the cream cheese to room temp and whisk it in off the heat for a minute before turning the burner back up gently. Cold cream cheese clumps and makes a grainy sauce; soft room temp cream cheese melts smooth and gives that rich, creamy body.
4) Make the topping extra crunchy by toasting half the panko in a skillet with the melted butter first, then mixing with the rest and the Parmesan. Drizzling the remaining butter on top right before baking helps the crumbs brown evenly. Let the casserole rest 10 to 15 minutes after baking so it sets and slices cleanly.

SOUTHERN BAKED MAC AND CHEESE Recipe
I just made my Best Ever Mac And Cheese Baked Macaroni and the secret ingredient turns it into an outrageously creamy, totally addictive dish you’ll beg me for.
8
servings
783
kcal
Equipment: 1. 9×13 inch baking dish (buttered and ready to go)
2. Large pot for boiling the pasta (with lid)
3. Colander to drain the macaroni
4. Large saucepan for the cheese sauce
5. Whisk (for the roux and tempering the eggs)
6. Rubber spatula or wooden spoon to stir and scrape the pot
7. Measuring cups and spoons (for milk, flour, spices)
8. Mixing bowl for combining pasta and sauce, plus a small bowl to beat the eggs
Ingredients
-
1 lb elbow macaroni, uncooked
-
4 tbsp unsalted butter, plus 2 tbsp melted for topping
-
1/4 cup all purpose flour
-
2 cups whole milk
-
1 cup evaporated milk
-
8 oz cream cheese, room temp (secret ingredient)
-
3 cups sharp cheddar, shredded
-
1 cup mild cheddar or Colby, shredded
-
1/2 cup grated Parmesan
-
2 large eggs, lightly beaten
-
1 tsp dry mustard
-
1 tsp Worcestershire sauce
-
1 tsp onion powder
-
1/2 tsp garlic powder
-
1/4 tsp cayenne pepper, or to taste
-
Salt and freshly ground black pepper, to taste
-
1 1/2 cups panko or plain breadcrumbs
-
2 tbsp chopped fresh parsley (optional)
Directions
- Preheat oven to 350°F. Butter a 9×13 inch baking dish and set aside.
- Boil 1 lb elbow macaroni in heavily salted water until just under al dente, about 1 to 2 minutes less than package directions. Drain and toss with a little butter so it doesnt stick.
- In a large saucepan melt 4 tbsp unsalted butter over medium heat. Whisk in 1/4 cup all purpose flour and cook 1 to 2 minutes until slightly nutty but not brown.
- Slowly whisk in 2 cups whole milk and 1 cup evaporated milk, stirring constantly until smooth and beginning to thicken, about 4 to 6 minutes.
- Reduce heat to low and stir in 8 oz cream cheese (the secret ingredient) until fully melted and smooth. Then add 3 cups sharp cheddar, 1 cup mild cheddar or Colby, and 1/2 cup grated Parmesan, stirring until melted.
- In a small bowl lightly beat 2 large eggs. Temper the eggs by whisking a few tablespoons of the hot cheese sauce into the eggs, then slowly whisk the egg mixture back into the pot so the sauce doesnt scramble.
- Stir in 1 tsp dry mustard, 1 tsp Worcestershire sauce, 1 tsp onion powder, 1/2 tsp garlic powder, 1/4 tsp cayenne pepper, and salt and freshly ground black pepper to taste. Taste and adjust seasonings.
- Combine the drained pasta with the cheese sauce in the pot (or pour sauce over pasta in a large bowl) and mix well. Pour everything into the prepared baking dish and smooth the top.
- Mix 1 1/2 cups panko or plain breadcrumbs with 2 tbsp melted butter and a little extra Parmesan if you like, then sprinkle evenly over the mac. Drizzle the remaining 2 tbsp melted butter on top. Sprinkle 2 tbsp chopped fresh parsley if using.
- Bake for 25 to 35 minutes until bubbly and golden on top. Let rest 10 to 15 minutes before serving so it sets. Enjoy with a crisp green salad or roasted veggies.
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: 277g
- Total number of serves: 8
- Calories: 783kcal
- Fat: 47.7g
- Saturated Fat: 25.3g
- Trans Fat: 0.4g
- Polyunsaturated: 8.8g
- Monounsaturated: 13.3g
- Cholesterol: 180mg
- Sodium: 686mg
- Potassium: 527mg
- Carbohydrates: 64.3g
- Fiber: 2.2g
- Sugar: 8.3g
- Protein: 33g
- Vitamin A: 709IU
- Vitamin C: 0.5mg
- Calcium: 648mg
- Iron: 1.9mg






















