This Macaroni and Cheese is made the old fashioned Southern way. Just a few simple ingredients go into this classic and beloved dish.
Macaroni and Cheese is a classic. There’s no doubt about it. It can be dolled up lots of different ways and there’s nothing wrong with that. But, there is something comforting about plain old Macaroni and Cheese made like it was back in the day before “Mac’ and Cheese” was even an expression.
Preserving the old Southern ways with food
One of our goals here at Biscuits and Burlap is to document, for future generations, some of the old classics like our Mamas and Grandmamas made. My own Mama had lots of specialties, and Macaroni and Cheese was one of my personal favorites.
I watched her make it countless times, but I never asked her how she did it, or why she made it the way she did. She’s gone now, and I hope this post will inspire you to ask your Mamas about their dishes while you can.
Hey, are you getting our updates to your In Box? You can sign up here.
I’ve made a pretty good Mac and Cheese myself over the years, but it never really measured up to hers. And so, I set about working to recreate it, and these memories are what I had to go on.
- She did not use eggs or flour
- She only used cheddar cheese that she grated (or chopped up) herself
- The macaroni was only partly cooked in water
- She stirred up the ingredients in a pot on the cooktop over low heat before baking
- Besides the macaroni, the only ingredients were cheese, butter, milk (and salt and pepper to taste)
What was I doing wrong? I wanted my Macaroni and Cheese to be like Mama’s
After years of mediocre results and some trial and error I’ve finally got it pretty close. I know you’re thinking “It’s just a few ingredients. How tough could it be?” My thoughts exactly.
So, why was it dry? Why did I feel like I needed to add an egg or thicken the sauce with flour? I read hundreds of other recipes and no one seemed to keep it as simple as Mama did.
What was I doing wrong? Not enough stuff. That’s what. Not enough butter. Not nearly enough cheese and milk. This Macaroni and Cheese is not your diet’s friend, but it’s the way our southern Mamas intended it to be. Just tape-it-onto-my-hips rich.
Also, I was overcooking it in the oven. With no egg to worry about, the ingredients are all cooked by the time it goes in. It just needs a few minutes in a hot oven to melt that cheese on top, soak up the milk, and get piping hot.
Keep the presentation as simple as the food
When I first started planning this post I was thinking iron skillets. We love our iron skillets around here, and we have lots of recipes made in them. Among the reader favorites are our Tomato Gravy, Hot Fudge Pudding Cake and Sweet Potato Cake with Pecan Praline Icing.
Mama loved and used her iron skillet often too. But, she did not make Macaroni Cheese in an iron skillet, and she would probably think I was nuts to even consider it.
And so, when it came down to it, I used the very Pyrex dish that she used and I inherited from her. So, maybe it doesn’t make the cutest photo, but that’s not what this is all about.
For fun, I decided to make it in the same old sauce pan she always used, and I thought y’all would enjoy a photo of it. As you can see, it was well-loved.
Some tips for making the best mac and cheese
- Use only freshly grated sharp cheddar cheese (I prefer extra sharp)
- cut the butter into smaller pieces and add it before the milk and cheese
- don’t worry if it’s soupy when it goes in the baking dish – the noodles will soak up the liquid
- whole milk or 2% are best
- don’t overcook in the oven
- serve it with old fashioned Southern Fried Chicken or Grilled Chuck Roast
For a smoky twist on this favorite dish be sure to also make Smoked Mac & Cheese. It’s made in one pot or skillet, starts with uncooked pasta and gets rave reviews every time!
This post contains affiliate links for your convenience. Click here to read our full disclosure policy
This recipe made the suggested list for the Backyard BBQ Menu Ideas. You’ll want to visit for lots of other recipes as well as tips, tricks and planning help for your cookout.
Macaroni and Cheese – Southern Style
Ingredients
- 8 ounces elbow pasta
- 3/4 teaspoon salt
- 5 Tablespoons butter cut into pieces
- 1-1/4 cup whole milk or 2%
- 8 ounces sharp cheddar cheese freshly grated
- black pepper to taste
Instructions
- Bring a medium sauce pan of water (filled 2/3 full) to a boil
- Add salt and stir.
- Add macaroni noodles and cook, stirring occasionally, for 8 minutes.
- Drain noodles and return to sauce pan, stirring in butter.
- Put pan on low to medium low heat and stir until butter melts.
- Add cheese, milk and black pepper, reserving 3/4 to 1 cup of cheese
- Continue cooking over low heat, stirring, until cheese melts.
- Pour into baking dish and top with reserved cheese.
- Bake about 25 minutes at 375.
- Broil 1-2 minutes if top browning is desired.
This recipe made our top 10 of 2018. Click over here to see them all.
If you love southern food, you’ll want to read Southern Food Then and Now.
You’re going to love these recipes too
Y’all don’t forget to sign up to get our weekly recipes. You can do that right here.
Until next time,
Kids are going to devour this! I love a good homemade mac and cheese!
Sometimes a classic just can’t be beat. Thank you, Kristina.
THere is nothing better than homemade mac and cheese. My mom never made it but I make it a lot now
Hard to beat, isn’t it? Thank you Maria.
Oh yum! There is nothing better than homemade mac and cheese! This recipe looks to die for.
It’s the truth, Kristine. Thank you!
Homemade mac and cheese is the best and beats anything out of a box. The key is using the best ingredients. Yours looks fabulous and I am saving this one for later. Yum!
Thank you so much, Ali!
Now this is the kind of mac and cheese my kids love. They don’t want any fancy ingredients, just good old fashioned comfort food.
Sometimes the simplest foods are the best!
My oh my! This looks absolutely marvelous! Delicious is an understatement! Quality homemade food!!
You got that right, Camila. Simple and homemade always gets the win in our book, too!
Thanks for posting. I think it has something to do with the macaroni itself. It seemed to be more full bodied than the refined stuff we get today. Like kraft dinner, I recently had a hankering for the stuff I loved in the 60-70’s. Bought a case and went through 6 boxes (dumping batch after batch out) before getting something that resembled what I remembered using 18% cream, real butter and bulk powdered cheese. I remember boiling the pasta for 8 minutes, not now 4-5 max, or it was mush. It did not even come close to the KD I remembered. As I said, along with the change in the powdered packet I think it is the pasta.
Dave Anderson, Parksville B.C. Canada.
Gosh, Dave. I hope you’ll try our version of macaroni and cheese. A good quality sharp cheddar cheese (freshly grated) is just worlds above anything powdered and out of a packet. We hope you’ll enjoy it.
Oh yeah, “tape it to my hips” recipes are my personal faves and this looks SO yummy!
p.s. I LOVE your Mama’s sauce pan, they don’t make them like that anymore!
Thanks, Stacy. And yes, I agree about the sauce pan. It brings back a lot of memories for me.
This is how my 87 yr old mom still makes it. Mine never comes out as good as hers! Thanks for sharing.
How lucky you are Linda, to still have your mom with you, and that she still loves to cook. I know what you mean about them having a special touch in the kitchen.
Definitely making this for Sunday dinner! Simple recipes are always my favorites. Thinking how much love has been poured into your pot and baking dish through the years makes my heart smile! Thanks for sharing Pam. Anxious to taste this!
I hope yours turns out good. Mama used to say “it has to be good because there’s only good stuff in it”. So happy we could bring a smile to your heart.
this sounds yummy. my mother never used flour in her mac and cheese either which most recipes use now and i do not like. i only remember her using american cheese or sometimes throwing in some bits of cheese left over from cheese n crackers. she put a little milk in a pan, with the cheese, some salt n pepper and when it was done i remember her putting in a pinch of baking soda that made it puff up and then poured it over the cooked elbows. i try now it like you said, something was still missing. maybe just the LOVE!!
What’s up,I read your blog named “Pinterest” daily.Your story-telling style is awesome, keep up the good work! And you can look our website about free proxy.
Pam, I just found your website today and have been scrolling through a lot of your recipes. You see I, too, am from the South originally. I’ve been in Texas for a long time and seeing your recipes take me back to my roots & make me homesick for home. My Mother who has since passed used to make Macaroni ‘n Cheese very much like yours… milk, butter, etc.. My Dad missed my Mother’s Mac ‘n Cheese & ask me if I remembered how to make it. I just wished I’d gone back home ti Alabama to make him some… he passed away in Nov 2019 @ 95 yrs of age & I know he would’ve loved your recipe! Thanks for your recipe – I will make it to see if it taste like my Mother’s did many years ago. I remember she used to use LOTS of butter in hers but think she used American cheese. I do remember her browning hers a bit on top! Oh my goodness… thank-you for the recipe and a sweet memory of my Mother! I’m making yours soon!!
Trish, it sweet of you to write. I’m so very sorry for your recent loss of your Dad. I’m sure he knew that you would have made him the macaroni and cheese if you could. Keeping memories of loved ones alive through our recipes is a huge goal for Sara and I. When someone like you takes the time to let us know we hit that sweet spot we are touched beyond words.
how many people does these recipe feed?
Of course, it will depend on the serving sizes, but on average it will make 8-10 servings.
Hi Pam i love your Mac and cheese recipe. I have made it several times. I would love to know what the macros are for this. I know it’s crazy that i would ask but i am wAtching what i eat. I refuse to let go if something’s. And Mac and cheese is one of them.
So sorry, Dana, but I have no idea. In fact, I had to look up the meaning of “macros” as it relates to food.
Hi, happy thanksgiving. What size is your Pyrex dish for this recipe.
Hi Carol, So sorry we didn’t back to you yesterday. We were busy cooking our own Thanksgiving dinner. This mac and cheese will work fine in an 8×8 or 9×9 baking dish.
I love a good homemade mac and cheese, and this one looks perfect! I will definitely be making this soon!
I hope you love it like we do!
I was just discussing family recipes with my mom the other day! I agree, classic and simple mac and cheese is one of the best versions there is. I’m so glad you’ve documented this recipe.
Thanks so much, Aimee.
Oh yes! The perfect mac n cheese!
You’ve got it! Thanks, Katherine.
I have been searching for a simple classic Mac and Cheese recipe… this was amazing!
Thank you, Alisa!
This looks so delicious and so cheesy! My son is going to be all over this! I can’t wait to give this a try!
Hope y’all enjoy it, Beth!