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The Best Creamy Southern Baked Mac and Cheese

A serving of baked mac and cheese being lifted, showing extreme cheese pull and a golden, crispy breadcrumb topping.

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Make this creamy, cheesy Southern baked mac and cheese with a golden, crunchy breadcrumb topping. This recipe is a family favorite comfort food casserole perfect for gatherings or weeknight dinners.

Ingredients

Scale
  • 1 pound elbow macaroni
  • 6 tablespoons unsalted butter, divided
  • 1/2 cup all-purpose flour
  • 4 cups whole milk, warmed
  • 1 teaspoon salt
  • 1/2 teaspoon black pepper
  • 1/4 teaspoon ground nutmeg
  • 1/4 teaspoon cayenne pepper (optional)
  • 8 ounces sharp cheddar cheese, shredded
  • 4 ounces Gruyère cheese, shredded
  • 4 ounces Monterey Jack cheese, shredded
  • 1 cup panko breadcrumbs

Instructions

  1. Preheat your oven to 375°F (190°C). Lightly grease a 9×13 inch baking dish.
  2. Cook the elbow macaroni according to package directions until al dente. Drain well and set aside.
  3. In a large saucepan over medium heat, melt 4 tablespoons of the butter. Whisk in the flour and cook for 1 minute, stirring constantly to create a roux.
  4. Gradually whisk in the warm milk until the mixture is smooth. Continue cooking, stirring often, until the sauce thickens enough to coat the back of a spoon, about 5 to 8 minutes. Do not let it boil rapidly.
  5. Remove the saucepan from the heat. Stir in the salt, pepper, nutmeg, and cayenne pepper, if using.
  6. Add the shredded sharp cheddar, Gruyère, and Monterey Jack cheeses to the sauce. Stir until the cheese is completely melted and the sauce is smooth and creamy.
  7. Fold the cooked macaroni into the cheese sauce until everything is evenly coated. Pour the mixture into the prepared baking dish.
  8. In a small bowl, melt the remaining 2 tablespoons of butter. Toss the panko breadcrumbs with the melted butter until they are evenly coated. Sprinkle the buttered breadcrumbs over the top of the macaroni and cheese.
  9. Bake for 20 to 25 minutes, or until the sauce is bubbly and the topping is golden brown and crisp.
  10. Let the baked mac and cheese rest for 5 to 10 minutes before serving.

Notes

  • For extra richness, use a blend of four or five different cheeses.
  • Shred your own cheese; pre-shredded cheese contains anti-caking agents that prevent smooth melting.
  • If you prefer a softer topping, skip the butter on the breadcrumbs and sprinkle them on dry.

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