This old fashioned Baked Macaroni and Cheese is made the old fashioned Southern way. Just a few simple ingredients go into this classic and beloved dish of pure comfort food.
It can be dolled up lots of different ways and there's nothing wrong with that. But, there is something comforting about plain old fashioned mac and cheese made like it was back in the day before "Mac and Cheese" was even an expression.
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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 Grandmas 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.
I've made a pretty good version 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 sharp cheddar cheese that she grated (or chopped up) herself
- The macaroni was just 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 black pepper to taste)
- There was no topping like bread crumbs or crackers (only more cheese)
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 old school recipe 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.
Ingredient notes
- Macaroni noodles or elbow pasta (same thing, two different names)
- Butter - salted or unsalted is fine
- Milk - we recommend whole milk or canned evaporated milk for the richest flavor
- Sharp cheddar cheese - I actually prefer extra sharp, but you can use either. The most important note is to grate it yourself. Do not use pre-shredded cheese
For the full ingredient list and quantities refer to the the recipe card below.
How to make your mac and cheese
- Cook pasta in boiling salted water for about 8 minutes and then drain.
- Return the drained noodles to the hot saucepan and add the butter, stirring.
- Return the pan to the heat (keeping it at low to medium low) and add the remaining ingredients, reserving ¾ to 1 cup of the cheese for topping.
- Cook and stir until the cheese melts.
- Add to a baking dish, top with reserved cheese and bake at 375 degrees for about 25 minutes.
- Broil for 1-2 minutes if you like your macaroni and cheese brown on top.
Some tips for making the best old fashioned macaroni and cheese
- Use only freshly grated sharp cheddar cheese - I can't stress the importance of this enough
- cut the butter into smaller pieces and add it before the milk and cheese
- don't worry if it's a little soupy when it goes in the baking dish - the noodles will soak up the liquid
- whole milk or evaporated milk are best
- don't overcook in the oven
- serve it with old fashioned Country Fried Steak, Southern Fried Chicken , Grilled Chuck Roast or Barbeque Pork with Mustard BBQ Sauce
Recipe FAQ's
You'll get the best results if you make your baked macaroni and cheese completely, but remove it from the oven about 10 minutes early. Let it cool and then wrap tightly and freeze for up to 3 months. When ready to serve let it thaw and then heat (and finish cooking) in a hot oven for about 15 minutes.
This recipe does not call for an egg. You can add one, but it will change the texture, making it a little more custard-style.
As long as you keep it tightly covered it will store for 5 days just fine.
The ingredients added that keep the shreds from sticking together will make your casserole grainy.
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, Cajun Steak Bites and Skillet Potatoes for the Grill.
Mama loved and used her iron skillet often too. But, she did not make baked macaroni and 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 baking 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.
It's great on the holidays next to Fried Turkey Breast or Smoked Ham.
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!
If you're looking for more old fashioned southern favorites, try this Summer Slaw Recipe.
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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.
📖 Recipe
Macaroni and Cheese - Southern Style
Ingredients
- 8 ounces elbow pasta
- ¾ teaspoon salt
- 5 Tablespoons butter cut into pieces
- 1-¼ cup whole milk or evaporated milk
- 8 ounces sharp cheddar cheese freshly grated
- black pepper to taste
Instructions
- Bring a medium sauce pan of water (filled ⅔ 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 ¾ to 1 cup of cheese
- Continue cooking over low heat, stirring, until cheese melts.
- Pour into a casserole or baking dish and top with reserved cheese.
- Bake about 25 minutes at 375.
- Broil 1-2 minutes if top browning is desired.
Notes
- For best results always use freshly grated cheese.
- For the richest flavor use evaporated milk.
- Salt can be adjusted according to taste and whether salted or unsalted butter is used
Nutrition
If you love southern food, you'll want to read Southern Food Then and Now.
Until next time,
Classic Southern Recipes
- 3 Ingredient Buttermilk Biscuits
- Easy She Crab Soup Recipe
- Fresh Peach Bread Recipe
- Fried Green Tomatoes
- Charleston Chewies Recipe
- How To Make Tomato Gravy (Easy Southern Recipe)
- Shrimp and Grits -- The Only Recipe You Will Ever Need
- Gullah Recipe for Red Rice
Kristina @ Love & Zest says
Kids are going to devour this! I love a good homemade mac and cheese!
Pam says
Sometimes a classic just can't be beat. Thank you, Kristina.
maria long says
THere is nothing better than homemade mac and cheese. My mom never made it but I make it a lot now
Pam says
Hard to beat, isn't it? Thank you Maria.
Kristine says
Oh yum! There is nothing better than homemade mac and cheese! This recipe looks to die for.
Pam says
It's the truth, Kristine. Thank you!
ali randall says
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!
Pam says
Thank you so much, Ali!
Vicky says
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.
Pam says
Sometimes the simplest foods are the best!
camila hurst says
My oh my! This looks absolutely marvelous! Delicious is an understatement! Quality homemade food!!
Pam says
You got that right, Camila. Simple and homemade always gets the win in our book, too!
Dave Anderson, Parksville B.C. Canada. says
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.
Pam says
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.
Stacy Pennock says
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!
Pam says
Thanks, Stacy. And yes, I agree about the sauce pan. It brings back a lot of memories for me.
Linda says
This is how my 87 yr old mom still makes it. Mine never comes out as good as hers! Thanks for sharing.
Pam says
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.
Bobbie says
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!
Pam says
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.
Lou says
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!!
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Trish B. says
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!!
Pam says
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.
grandmaof4 says
how many people does these recipe feed?
Pam says
Of course, it will depend on the serving sizes, but on average it will make 8-10 servings.
Dana says
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.
Pam says
So sorry, Dana, but I have no idea. In fact, I had to look up the meaning of "macros" as it relates to food.