Southern Baked Mac and Cheese
Southern baked mac and cheese is a different dish from the stovetop kind. Instead of a flour-thickened cheese sauce, it uses an egg and milk custard that bakes around the pasta and cheese. The result holds together when you scoop it, with a creamy middle and browned, crisp edges. This version uses three cheeses, evaporated milk and heavy cream.
Why the Custard Method Works
Eggs set the dish. Three beaten eggs whisked into the milk and cream thicken as they bake, binding the noodles and cheese together. That is what lets you cut neat squares for a holiday table.
Evaporated milk keeps it smooth. Evaporated milk has had some water removed and contains proteins that help keep melted cheese from separating. It makes a creamier, less greasy result than regular milk.
Undercooked pasta. The macaroni cooks only 6 minutes before baking because it keeps absorbing liquid in the oven. Fully cooked pasta turns soft and mushy.
A blend of cheeses. Extra-sharp cheddar gives tang, sharp cheddar adds classic flavor, and Monterey Jack melts smoothly and adds creaminess.
Ingredient Notes
- Elbow macaroni: Cavatappi or shells also work and hold pockets of cheese.
- Cheese: Shred it yourself from blocks. Pre-shredded cheese is coated in starch and can bake up grainy. Colby, Gouda or a little smoked cheddar are good swaps for the Monterey Jack.
- Evaporated milk: Do not confuse it with sweetened condensed milk, which would make the dish sweet.
- Heavy cream: Whole milk can replace it for a slightly lighter, firmer result.
- Eggs: Beat them well before adding the milk so no streaks of white cook into the dish.
Cues for Each Step
Drain the pasta when it is still firm in the center. Toss it with the butter and seasonings while warm so they coat evenly.
When you pour the custard over the pasta, it should come about three-quarters of the way up the noodles. Gently press the top layer down so the noodles are moistened.
At 35 minutes the edges should be bubbling and browned and the center should look set, with only a slight jiggle. A knife pushed into the middle should come out with creamy cheese, not runny liquid. Rest it for 10 minutes so the custard finishes setting.
Common Mistakes
- Grainy texture. Usually from pre-shredded cheese, or baking at too high a temperature, which curdles the eggs. Keep the oven at 350°F.
- Dry mac and cheese. Overbaking or fully cooked pasta. Pull it when the center is just set.
- Scrambled eggs in the dish. Adding eggs straight to very hot pasta. Let the pasta cool for a few minutes first, and pour the custard over rather than mixing it into hot noodles.
- Bland flavor. Season the pasta itself, not only the topping. Salted pasta water matters too.
Variations
- Crunchy top: Toss ½ cup of panko with 1 tablespoon melted butter and sprinkle over before baking.
- Smoky: Swap the Monterey Jack for smoked Gouda and add ¼ teaspoon smoked paprika.
- Spicy: Use pepper jack and add a pinch of cayenne to the custard.
- Bacon: Fold in 6 slices of crisp, crumbled bacon with the cheese.
Make-Ahead, Storage and Reheating
Assemble everything except the custard up to a day ahead and refrigerate. Pour the custard over just before baking, and add 10 minutes to the bake time since the dish starts cold.
Leftovers keep for 4 to 5 days in the refrigerator. Reheat portions in the microwave with a splash of milk, covered, at 70% power, or warm the whole dish covered with foil at 325°F for 20 to 25 minutes. Baked mac and cheese freezes for up to 2 months; thaw overnight before reheating.
Frequently Asked Questions
Why does Southern mac and cheese use eggs?
Eggs turn the milk into a custard that sets during baking, so the mac and cheese holds its shape and can be cut into squares.
Can I make it without eggs?
Yes, but it will be looser. Make a cheese sauce with butter, flour and milk instead and bake just until bubbly.
How do I keep it creamy?
Use freshly shredded cheese, undercook the pasta, and avoid overbaking. Evaporated milk also helps.
How many does it serve?
About 8 to 10 as a side dish, or 12 smaller portions on a holiday buffet.

Southern Baked Mac and Cheese
Ingredients
Method
- Preheat your oven to 350°F (175°C) and grease a 9x13-inch baking dish with 1 tablespoon of melted butter.
- Bring a large pot of salted water to a boil and cook 16 ounces of elbow macaroni for 6 minutes until al dente, then drain immediately.
- Combine 8 ounces extra sharp cheddar, 8 ounces sharp cheddar, and 8 ounces Monterey Jack in a bowl, reserving 1 cup of the mixture for the topping.
- Transfer the warm pasta to a large mixing bowl and stir in the remaining 3 tablespoons of melted butter, 0.5 teaspoon salt, 0.5 teaspoon garlic powder, 0.5 teaspoon onion powder, 0.5 teaspoon paprika, and 0.5 teaspoon black pepper.
- Whisk together 3 beaten eggs, 1.5 cups evaporated milk, and 1 cup heavy cream in a liquid measuring cup until smooth.
- Fold the main portion of mixed cheese into the pasta, pour into the prepared baking dish, and pour the egg and milk mixture evenly over top.
- Sprinkle the reserved 1 cup of cheese over the top along with the remaining 0.5 teaspoon salt, 0.5 teaspoon garlic powder, 0.5 teaspoon onion powder, and 0.5 teaspoon paprika.
- Bake uncovered at 350°F for 35 minutes until the center is set and the top is bubbly and golden brown, then rest 10 minutes before serving.
