This 20-minute baked southern mac and cheese is the best because there are only 4 simple ingredients. Elbow macaroni, shredded cheese, milk, and butter. No flour, roux, or egg required!
This no-fuss mac and cheese is perfect for a quick side dish. It's far from fancy but it doesn't have to be fancy to be delicious!
Mac and cheese goes with just about anything from hamburgers to seafood to baked or grilled chicken and steak. Give a try with my Mexican Marinated Chicken.

Quick Look: Easy Simple Mac and Cheese
- ⏲️Ready in: 20 minutes
- 👪Serves: 4-6
- 🥘Key Ingredients: Macaroni, cheese, butter, milk
- 🍳Method: Stovetop then oven
- ⭐Difficulty: Easy
- 👩🍳 Flavor Profile: Mild, creamy, and classic. A simple homemade mac and cheese with plenty of room to build extra flavor.
Summarize & Save this content on:
Only 4 simple steps. Sometimes, the simplest recipes are the best! That's my southern wisdom 😁
Jump to:
- Quick Look: Easy Simple Mac and Cheese
- Why We Love It
- What to Serve with Mac and Cheese
- Southern Mac and Cheese Ingredients
- Tips and Substitutions
- How to Make Simple Baked Mac and Cheese
- Anne's Expert Tips
- How to Avoid Grainy Mac and Cheese
- How to Keep it Fresh
- Simple Mac and Cheese FAQs
- Easy Pasta Recipes You'll Love
- Recipe
- Comments
Why We Love It
- Simplicity. What I really love about this creamy southern mac & cheese is the simplicity of it. Homemade goodness with real ingredients! Nothing artificial and so much better than the boxed version. My southern grandies choose homemade over the boxed brand any day! If easy comfort food is your thing, check out my Country Style Steak served over rice!
- Virtually no prep involved other than cooking the macaroni. Simply add butter, milk, and cheese to the cooked macaroni. Heat for a few minutes to get it bubbly hot.
- Just 4 basic ingredients are needed. Six if you count any salt and pepper you may add. Some macaroni and cheese recipes call for flour, however, no flour is needed for this one! No roux makes this recipe the easiest!
- This recipe makes about 6 servings. I consider it a small batch. However, this recipe can easily be doubled for a larger crowd. It's the perfect side dish for any occasion such as a holiday, cookout, or office party.
What to Serve with Mac and Cheese
This is one of my favorite pasta side dishes because it goes with almost everything. Pair it with Easy Ritz Cracker Meatloaf or Oven Baked Lemon Dill Salmon.
Mac and cheese can be served with chicken or steak; fish or pork; hot dogs and hamburgers! Serve with my juicy and delicious New York Strip steak recipe!
Southern Mac and Cheese Ingredients
Elbow macaroni, shredded cheddar cheese (or sharp cheddar cheese), real butter, and whole milk. That's it! Simple mac and cheese recipe without flour creates a smooth, creamy texture.

Pasta: Elbow macaroni seems to be the traditional choice for macaroni and cheese, but you can choose your favorite - sometimes, I use shells.
Cheese: I highly recommend grating your own cheese. The pre-shredded cheese has a powdery coating that could result in a grainy texture. I highly recommend sharp cheddar cheese for maximum flavor.
Milk and Butter: Whole milk is best. You can even go so far as to use half and half for even more richness! As far as the butter, use the real thing!
Tips and Substitutions
- Instead of elbow macaroni, use shells, bow tie, or penne.
- Instead of yellow cheddar cheese, use white cheddar, American cheese, or Velveeta cheese.
- Sprinkle with a little cayenne pepper for an amazing kick.
- Top off your mac and cheese with ketchup! Yes, ketchup!
- Other topping ideas may include cooked chopped bacon or panko bread crumbs.
- Any other suggestions? Let me know!
How to Make Simple Baked Mac and Cheese
While this recipe is incredibly easy to make, you must EXACTLY follow the instructions or you'll end up with a goopy mess.

Step 1. It's very important to cook pasta al dente and drain.

Step 2. Return pasta to the pot. Add room temperature butter and milk.

Step 3. Add half the cheese to the hot cooked pasta. Gently stir - do not over stir.

Step 4. Pour into a baking dish, top with remaining cheese, do not stir, and bake.

Step 5. Remove the mac and cheese from the oven. Stir very gently to distribute the cheese. Let the it rest for a few minutes. That's it!
Try my Best Southern Meatloaf! It goes FANTASTIC with this easy peasy macaroni cheese recipe!
Anne's Expert Tips
For the best flavor and texture, please follow the recipe exactly as written! No shortcuts or following what you've done for other mac and cheese recipes. Avoid the temptation!
Taste test. Taste test. Taste test. The flavor of this macaroni and cheese depends on you! This is a basic recipe, but you must taste test before and after you make the it, and make adjustments accordingly.
How to Avoid Grainy Mac and Cheese
- The best way to avoid grainy mac and cheese is to not use pre-shredded cheese. Buy a block of quality cheddar cheese and get yourself a cheese grater!
- Cook the macaroni al dente.
- Let the milk and butter come to room temperature before using them in the recipe.
- Do not over stir!
How to Keep it Fresh
Store any leftovers in airtight containers in the refrigerator for up to 3 days. I prefer to use BPA-free glass containers with locking lids. Check out this 18-piece set of glass food storage containers with locking lids from Bayco, available now on Amazon. To reheat, add a small amount of milk (about ¼ cup) to the cold mac & cheese, stir, and heat in the microwave.
Simple Mac and Cheese FAQs
Sausage is a great main entree to serve with mac and cheese. Try my easy Brats in the Oven recipe. Delicious and super easy sheet pan recipe!
Simply add a little bit more milk to the mac and cheese if it's not creamy enough for you. When re-heating it, you may need to add a small amount of milk (¼ cup at a time) to get your preferred consistency.
Yes, and it's easy to do! Once completely cooled off, place it in a freezer-safe container, write the date on it, and it will keep fresh for up to 3 months. Tip: wrap the freezer-safe container in plastic wrap to prevent freezer burn or ice crystals.
When ready to eat, let thaw in the refrigerator overnight and reheat in the microwave. you may need to add a small amount of milk (¼ cup at a time) to get your preferred consistency.

Easy Pasta Recipes You'll Love
If you made this deliciously easy mac and cheese, please be sure to rate and review it below. I love hearing about your kitchen adventures! We can also be social if you like! I'm on Facebook, Pinterest, and Instagram.
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Recipe

Easy Southern Mac and Cheese
Equipment
- large pot
- pasta colander
- measuring cup(s)
- measuring spoons
- 2-qt casserole dish
Ingredients
- 2-¼ cups uncooked elbow macaroni
- 4 tablespoons butter, room temperature (slightly softened) Let the butter sit on your countertop for about 15 minutes before using it.
- ¾ cup whole milk, room temperature (or half and half, or evaporated milk) Measure the milk then let it sit on the countertop for about 15 minutes before using it.
- 3 cups freshly shredded sharp cheddar cheese (divided) one 8-oz block of sharp cheddar cheese
- ½ tablespoon sea salt for boiling the pasta, if desired
- ½ teaspoon sea salt for flavoring the mac and cheese, if desired
- ¼ teaspoon black pepper
Instructions
- Preheat oven to 375F. Important: As noted in the ingredients, the butter and milk must be room temperature. Grate your own cheese. The pasta must be cooked al dente. Please follow the directions exactly or the mac and cheese texture will not be right!
- In a large pot (at least a 3-quart pot), filled one-half to three-fourths full with water, add ½ tablespoon of sea salt. Cook the macaroni al dente according to the package directions. Drain the pasta in a colander, turn off the stove, and return the cooked pasta to the pot.½ tablespoon sea salt , 2-¼ cups uncooked elbow macaroni
- Add the butter to the hot pasta and stir until butter is melted (do not over stir). Then add the milk.4 tablespoons butter, room temperature (slightly softened), ¾ cup whole milk, room temperature (or half and half, or evaporated milk)
- Add ½ teaspoon of sea salt, the black pepper, and 1-½ cups of the freshly grated cheese to the pasta mixture. Lightly toss to combine the pasta, cheese, and seasonings (do not overmix! there is no need to stir until the cheese is melted - you're only stirring until the cheese is mixed in). Taste test for flavor. Add more seasoning if desired.½ teaspoon sea salt , ¼ teaspoon black pepper, 3 cups freshly shredded sharp cheddar cheese (divided)
- Pour the mac and cheese into a 2-quart casserole dish, and sprinkle with the remaining cheese (do not stir). Bake uncovered for 10 minutes.
- Remove from the oven and gently stir the mac and cheese. I find that if you let the mac and cheese rest for a few minutes in the casserole dish before serving it, the cheese isn't quite so stringy.
Notes
Nutrition
Nutritional information is provided as a courtesy to my readers. I'm not a nutritionist and I don't guarantee the accuracy of this data. The data may differ according to the brands I used versus the brands you use. To calculate the data yourself using your brands, try using an online nutrition calculator or app.
















Brooke says
This didn't really turn out for us. The taste was good, it's just that the cheese and milk never really came together for a nice sauce, the cheese was in clumped up. Next time I'm going to attempt to leave pasta in colander, warm butter and milk together then add cheese and mix until it makes a sauce, then mix in pasta and transfer to a baking dish. One extra step but I think it may work better for me. I did dump some seasoning into the milk- little nutmeg, dry mustard, paprika and cayenne.
Anne Clark says
I’m so sorry, Brooke. While the majority of people have really good results, there have been a few people who haven’t. I understand how frustrating and disappointing it is for a recipe not to turn out. At this point, when the directions have been followed to a tee and high quality full fat ingredients are used, I myself have to wonder “what in the world happened?”. Again, I’m very sorry it didn’t turn out for you Thank you for letting me know and thank you for being so kind about it. If you remake it, let me know how it turned out.
Eva says
This is delicious!
Bringing this to our thanksgiving, had to do a taste test as it’s a new recipe and it’s awesome. I added a few more ounces of cheese (I’m a cheese lover) and some smoked paprika. So simple and probably the best Mac I’ve made. I will make this again and again. Thank you, Anne! Happy thanksgiving!
Anne Clark says
Eva, you have my day! I’m so happy you liked my recipe; and I love the addition of smoked paprika, too. Happy Happy Thanksgiving to you, too!
Victoria DiRugeris says
Could I prep this the night before I bake it?
Anne Clark says
Hi Victoria. I would not because the macaroni will likely absorb some of the liquid from the butter and milk, making it mushy. This Mac and Cheese is best eaten right after it’s made. Hope this helps 🙂
Amie Stoller says
If I were to make this as a side dish for a graduation party (65 people) what would you sugest, make each batch individually or try to triple the batch from the start? I was thinking I could make it in batches then placed them all in a large roaster and then baked them all together? What is your recommendation?
Anne Clark says
Hey Amie! Wow 65 people!! I think either of your options is fine; in my opinion, trying to do a triple batch all at once would require a very large pot, and overmixing (which is a no-no) would likely happen. My biggest suggestion is to follow the recipe to a T...as noted in the recipe card. If any shortcuts are taken, or overcooking the pasta, it will negatively effect the texture of the mac and cheese. But not to worry, it's a super easy recipe with easy instructions as you can see! Have fun at the party and let me know what you decided to do!
Patricia M Roland says
It's in the oven now. I used a pinch of crushed red pepper
Kathe says
This recipe is just what I was looking for, simple and good. No flour, onions, mustard, etc, I love the simple 4 ingredients!!! This reminds me of the Mac and Cheese my mom used to make when I was a kid. 🙂
Anne Clark says
I am SO happy to read this, Kathe!! I’m glad you liked the recipe. Thank you for sharing and thank you for the kind words!
Mandy says
I doubled the recipe so I could use a full one pound box of penne noodles. Oh my goodness was this delicious. I used one 8oz block of sharp cheddar, 7oz of cheddar gruyere and evaporated milk. It was a perfect mixture of my great grandmother's bake in the oven for an hour mac n cheese and the creamy version I make with Velveeta. I will definitely make again and again and again. Thank you for posting your recipe and the optional changes.
Anne Clark says
Hi Mandy! Thank you so much for your comment; I'm so happy you liked the mac and cheese! I love the idea of using penne, cheddar gruyere, and evaporated milk. These are all great ingredient alternatives. I love getting feedback like yours; when I can remind someone of their grandparent's recipe and bring back those memories, that really makes my day!
Laura Lewis says
Prepared exactly according to recipe. Very disappointing. Not enough cheese and consistency wasn’t creamy at all. Overall bland flavor.
Anne Clark says
Oh no, Laura. I’m so sorry it didn’t work out for you. If you cooked the pasta al dente, used room temperature butter, room temperature whole milk, grated your own cheese, and taste tested and adjusted the seasonings to taste, as stated in the recipe card, it should have worked out. So I’m really disappointed it didn’t. Thanks for letting me know.
Mandy says
Did you use an entire one pound box of pasta? After reading another recipe that called for cups not ounces, I measured my pasta first. This recipe is for 8 oz of pasta. You would have needed to double all the ingredients to have full flavor.
Kelly says
I just made this and had the same issue. I used all the tips, freshly grated cheese, not over stirring, room temp milk and butter, and it’s grainy not creamy.
Anne Clark says
I’m so sorry, Kelly. While the majority of people have really good results, there have been a few people who haven’t. I understand how frustrating and disappointing it is for a recipe not to turn out. At this point, when the directions have been followed to a tee and high quality full fat ingredients are used, I myself have to wonder “what in the world happened?”. Again, I’m very sorry it didn’t turn out for you 🙁
Anne Clark says
Hi Anne Clark. Just discovered you. Will definitely be a follower!
Anne Clark says
Hi there, Anne! Nice to meet ya!
Eileen Hightower says
Easy to make. And as you say, "it doesn't have to be complicated to be good!"
Delicious and a big hit with my family!
Anne Clark says
Yay! Thank you so much for letting me know, Eileen!
Leesa Herndon says
I was watching my grandkids and needed something quick that I knew they would like. This was easy and pretty quick to make. I only had a mix of cheddar, Jack and mozzarella, so I didn’t grate it myself. The dish was a bit stringy because of the mozzarella, but overall delicious!
Anne Clark says
Hey Leesa! I’m so glad you and your grandkids liked the Mac and Cheese! This makes me so happy 🙂 Thank you for letting me know!
Amanda Lukin says
Can you make ahead of time and then put in the oven the next day?
Anne Clark says
Hi Amanda, thanks for the question! The mac and cheese is best eaten immediately after it's made. However, if you make it the day before, you will likely have to add some milk to the mac and cheese because it will become very thick sitting in the refrigerator overnight. The flavor will still be good but the texture won't be the same as when it's first made. I hope this helps! And, get back with me your results if you decide to try it; I'd love to know how it turned out, and I can share the results with others. Thank you!
Susan Musser says
This is exactly how my mother and grandmother (both from Tennessee) made macaroni and cheese, and I’ve always made it the same way. I’m glad to see a recipe for this so maybe others will learn how delicious a simple baked mac and cheese can be.
Anne Clark says
Thank you SO much, Susan!!
Sandra Fontana says
I’m making this today. I like the simplicity of the recipe. I’m sure it’ll be delicious. I wish weights had been used instead of measuring to facilitate adjustments for fewer servings.
Anne Clark says
Hi Sandra! I hope you enjoy the recipe. It’s pretty simple to make. For the weights, my recipe card program doesn’t calculate weights but I found a great conversion chart on Taste of Home if you’d like to read it. How to Convert Cooking Measurements
Sorry for the inconvenience.
Ashley says
All I have is almond milk will it still work?
Anne Clark says
Hey Ashley. Almond milk should work fine! Just be sure to shred your own cheese, cook the pasta al dente, and follow the directions to a T. This is one of those recipes that even though it's super easy to make, shortcuts could really effect the outcome. Thank you for visiting my blog! Take care 🙂
Lexi says
Seriously so good and so easy. I was a little skeptical when we first put it in the pan to bake, but it came out so good and creamy. Will absolutely be making this again…soon!
Anne Clark says
Woohoo Lexi! I’m so excited you liked it! This is one of my favorite recipes because it’s really so simple to make. Thank you for letting me know 🙂
Susan says
I normally make my mac and cheese using a rioux and it's always sort of...meh. made this tonight and it was delicious! Creamy and cheesy, this is how I'll make it from now on! Forget the rioux, I'll keep that for the gravy!
Anne Clark says
This makes me so happy! Thank you so much, Susan! 🙂