
This classic Southern mac and cheese recipe transforms simple ingredients into the ultimate comfort food that will have everyone coming back for seconds. The combination of three cheeses creates a creamy, gooey texture with a beautiful golden crust that's simply irresistible.
I first made this mac and cheese for a family potluck, and it disappeared before any other dish. Now it's requested at every family gathering and has become my signature contribution to holiday meals.
Ingredients
- Elbow macaroni: Forms the foundation of this dish providing the perfect shape to hold all that cheese sauce
- Eggs: Help bind everything together and create that distinctive Southern casserole texture
- Evaporated milk: Offers richness without making the dish too heavy perfect for that silky texture
- Butter: Adds necessary fat and richness that makes this dish truly special
- Prepared mustard: Provides a subtle tang that balances the richness of the cheeses
- Seasoned salt and pepper: Bring out the flavors without overwhelming the dish
- Velveeta: Creates that signature creamy melty base that many Southern recipes rely on
- Mild cheddar cheese: Adds a gentle cheesy flavor that appeals to everyone including kids
- Sharp cheddar cheese: Provides depth and complexity that elevates this from ordinary to extraordinary
Step-by-Step Instructions
- Prepare the Base:
- Cook the macaroni according to package directions until just al dente as it will continue cooking in the oven. Meanwhile preheat your oven to 350°F to ensure it reaches the proper temperature by the time your dish is assembled.
- Mix the Wet Ingredients:
- In a large bowl whisk together the eggs evaporated milk melted butter mustard seasoned salt and pepper until completely combined. This creates the custard base that will give your mac and cheese that distinctive Southern texture rather than a sauce-based version.
- Add the Cheeses:
- While the pasta is still hot stir in the melted Velveeta and 1½ cups each of both mild and sharp cheddar. The residual heat from the pasta helps begin melting the cheeses creating a smooth mixture. Working quickly at this stage ensures even cheese distribution.
- Assemble and Bake:
- Pour everything into a greased 3-quart baking dish and top with the remaining cheeses. Bake uncovered for 25 to 30 minutes until the cheese is completely melted the edges are bubbling and the top develops a beautiful golden crust.

The Velveeta is truly the secret ingredient in this recipe. While some purists might turn up their noses at processed cheese it provides that unmistakable creamy texture that defines Southern mac and cheese. My grandmother would never make it without Velveeta and after trying countless variations I understand why.
Make Ahead Tips
This Southern mac and cheese can be assembled up to 24 hours before baking. Simply prepare everything through the assembly step cover tightly with plastic wrap and refrigerate. When ready to bake remove from the refrigerator 30 minutes beforehand to take the chill off then bake as directed adding about 10 minutes to the cooking time.

Customization Options
While this recipe stands perfectly on its own there are several delicious variations to consider. Add crumbled bacon or diced ham for a meaty twist. Incorporate caramelized onions for sweetness and depth. Mix in roasted garlic for complexity. Or top with buttered bread crumbs for extra crunch. Each addition maintains the Southern character while allowing for personal preference.
Serving Suggestions
This mac and cheese shines as both a main dish and a side. Serve as a hearty main with a simple green salad and crusty bread. As a side it pairs perfectly with smoked meats barbecue fried chicken or holiday turkey. For a complete Southern meal add collard greens cornbread and sweet tea.
Frequently Asked Questions
- → What makes Southern mac and cheese unique?
Southern mac and cheese stands out with its rich, creamy texture from a combination of Velveeta and cheddar cheeses, plus a baked golden crust.
- → Can different cheeses be used?
Yes, you can experiment with cheeses like Monterey Jack, Gouda, or Parmesan for a unique flavor variation.
- → How do I prevent the dish from drying out?
Ensure the cheese mixture is well-blended and the dish is covered with enough cheese to keep it moist during baking.
- → Can I make it ahead of time?
Yes, you can prepare the dish, refrigerate it covered, and then bake it just before serving.
- → Is it possible to make this dish gluten-free?
Absolutely! Use gluten-free macaroni and confirm other ingredients like mustard and seasonings are gluten-free.