Southern Baked Macaroni and Cheese
Creamy, cheese-forward baked pasta with a buttery breadcrumb topping and sharp cheddar sharpness. A Southern comfort classic that feels homemade and indulgent.
- Total time
- 40 min
- Servings
- 6
- Calories
- 680
- Protein
- 28g

Ingredients
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Open the appInstructions
Step 1
Preheat your oven to 350°F. Bring a large pot of salted water to a rolling boil over high heat.
Step 2
Add 1 lb of elbow macaroni to the boiling water and cook until just shy of al dente — it should have a tiny bit of firmness in the center, about 6-7 minutes. The pasta will continue cooking in the oven, so don't cook it fully here. Drain in a colander and set aside.
Step 3
While the pasta cooks, shred 8 oz of sharp white cheddar cheese, 6 oz of extra-sharp aged cheddar, and 4 oz of smoked gouda on a box grater or microplane. Set the cheeses aside in a bowl, keeping them separate if desired (mixing them now saves a step later).
Step 4
Set a 3-quart saucepan over medium heat. Add 4 tablespoons of unsalted butter and let it melt, about 1-2 minutes, until it smells nutty and foamy.
Step 5
Sprinkle 3 tablespoons of all-purpose flour over the melted butter. Whisk constantly for 1-2 minutes to form a paste (called a roux) — you want it to smell toasty and slightly golden, not raw or brown.
Step 6
Slowly pour in 3 cups of whole milk while whisking continuously to prevent lumps. Keep whisking until the mixture is smooth and no flour clumps remain.
Step 7
Continue cooking over medium heat, stirring frequently with a wooden spoon, until the sauce thickens enough to coat the back of the spoon — you should be able to drag your finger across it and leave a trail, about 6-8 minutes. The sauce should never boil; if it starts to bubble, lower the heat immediately.
Step 8
Remove the pan from the heat. Add 1 teaspoon of kosher salt, 0.5 teaspoon of freshly ground black pepper, 0.25 teaspoon of cayenne pepper, and 0.25 teaspoon of freshly grated nutmeg. Stir well to combine.
Step 9
Add the three shredded cheeses (sharp white cheddar, extra-sharp cheddar, and smoked gouda) to the hot sauce and stir gently until completely melted and smooth, about 2-3 minutes. The residual heat will melt them — don't return the pan to the stove. Taste and adjust seasoning if needed.
Step 10
Add the drained elbow macaroni to the cheese sauce and stir gently until every piece is coated and evenly distributed — you're looking for a creamy, flowing consistency, not a stiff paste.
Step 11
Pour the mac and cheese into a buttered 9-by-13-inch baking dish, spreading it in an even layer. The mixture should come about three-quarters of the way up the sides — this allows the top to develop a light crust during baking.
Step 12
In a small bowl, combine 1 cup of panko breadcrumbs with 3 tablespoons of melted unsalted butter and 2 tablespoons of fresh parsley that you've finely chopped. Toss with a fork until the breadcrumbs are evenly moistened and golden.
Step 13
Sprinkle the buttered breadcrumb mixture evenly over the top of the mac and cheese, pressing down very gently so it doesn't blow away in the oven.
Step 14
Transfer the baking dish to the preheated 350°F oven and bake uncovered for 20-25 minutes, until the top is deep golden brown and crispy, and you can see the cheese sauce bubbling gently at the edges of the dish. The breadcrumbs should be crunchy and fragrant.
Step 15
Remove from the oven and let rest for 5 minutes before serving — this allows the sauce to set slightly so it holds its shape on the plate. Serve warm, scooping from the dish with a serving spoon to keep the crispy top intact.
Tools you’ll need
- large pot
- colander
- box grater or microplane
- 3-quart saucepan
- whisk
- wooden spoon
- 9-by-13-inch baking dish
- small mixing bowl
- fork
- oven
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