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!
Only 4 simple steps. Sometimes, the simplest recipes are the best! That's my southern wisdom 😁
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.
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Why We Love This Recipe
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. I love an easy side dish especially when your main dish may be more involved. Plus, it's just easier to make and take a side dish like this to something like a potluck or party.
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!
There are a ton of different macaroni and cheese dishes out there! You can find a recipe for it in just about every cookbook ever printed. Some are baked and some are cooked on the stove. Some dishes even have different toppings (discussed below).
However, the one thing every recipe has in common is this: comfort food! Serving macaroni & cheese for the holidays is a southern tradition!
What Goes Into This Recipe
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!
How to Make Southern 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.
Just 4 simple steps: For best results, follow the recipe card below! It's very important to cook pasta al dente and drain. Return pasta to pot. Add room temperature butter and milk, stir just until butter is melted.
Add cheese to the hot cooked pasta. Gently stir - do not over stir. Pour into a baking dish, top with remaining cheese, and bake.
Try my Best Southern Meatloaf! It goes FANTASTIC with this easy peasy macaroni cheese recipe!
You can watch my Google Web Story at Easy Homemade Mac and Cheese.
Frequently Asked Questions
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.
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!
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!
Recipe Yield
This recipe makes about 6 servings. For a larger crowd, double the recipe!
Storage/Shelf Life/Reheating
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.
More 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.
Amy
I made this for my family in Michigan during Christmas break and the pan got demolished! My son loved it so much I made it again later that week, and again, nothing left!
Currently home in Georgia and snowed in today. I was going to make it to go with the vegetable soup I have for the snow day. I realized I forgot to buy elbow macaroni. I have rotini...is it worth an attempt? Or would you advise against it.
Either way, this is a family favorite in my house now! Thank you!
Anne Clark
Hello, Amy! Thank you so much for letting me know how much you and your family loved this mac and cheese (it means the world to me!). I see Georgia got quite a bit of snow (I have family on the outskirts of Atlanta, fun for the little ones. Too cold for me!). Vegetable soup is perfect for days like this! I have not tried the mac and cheese with rotini but I can't think of a reason why it wouldn't work out. I think as long as the rest of the recipe doesn't change, it should be fine. Thanks again for the nice comment and 5 stars!! Stay warm and safe, friend!
Heather Cassiday
How can I make this for a wedding? 100 people? I will be using one of the big pans for buffets, 12 x 20.
Anne Clark
Wow, Heather, I'm honored you'd want to make my mac and cheese recipe for such an important day! I've done the math and here's what I've come up with:
Hi there! For ONE shallow 12×20 buffet pan, you’ll want to make about 5 batches of my recipe. Here’s the scaled version: 11 ¼ cups elbow macaroni (about 5 lbs), 2 ½ sticks butter, 3 ¾ cups milk, 15 cups sharp cheddar cheese (about 5 lbs), 2 ½ Tbsp salt for boiling pasta, 2 ½ tsp salt for flavoring, and 1 ¼ tsp black pepper. I SUGGEST adding half the salt and pepper, taste testing, and adding up to the amounts I have listed until you get your desired salt/pepper level.
Adjusted Instructions for One Buffet Pan (5× Recipe)
Step 1. Preheat oven to 350°F (slightly lower than the small-batch recipe since the larger pan needs more even heating). 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!
Step 2. In a very large stockpot (at least 16-quart capacity), fill halfway to three-fourths full with water, and add 2 ½ tablespoons sea salt. Cook 11 ¼ cups elbow macaroni al dente according to the package directions. Drain the pasta in a large colander, turn off the stove, and return the cooked pasta to the pot (or a large mixing bowl if easier).
Step 3. Add 1 ¼ cups (2 ½ sticks) butter to the hot pasta and stir until melted (do not overstir). Then add 3 ¾ cups milk.
Step 4. Add 2 ½ teaspoons sea salt, 1 ¼ teaspoons black pepper, and 7 ½ cups of the shredded cheddar to the pasta mixture. Lightly toss to combine (do not overmix—no need to stir until cheese melts, just mix it in). Taste test for seasoning and adjust if desired.
Step 5. Pour the mac and cheese into a greased 12×20×2.5 shallow buffet pan, and sprinkle evenly with the remaining 7 ½ cups cheese (do not stir). Cover the pan tightly with foil. Bake for 40–50 minutes at 350°F, until hot and bubbling in the center. Remove foil during the last 10 minutes to lightly brown the top.
Step 6. Let the mac and cheese rest for about 5–10 minutes before serving so the cheese settles and isn’t too stringy.
This will give you roughly 25–50 servings depending on scoop size. If you have any questions, please let me know!
Heather Cassiday
Thank you so much for responding!! One more question, can I make it all ahead of time and then cook it while the ceremony is happening?
Anne Clark
Sure thing, Heather! Perhaps, but I think it depends on several factors including how far in advance you want to make-ahead (same day or day before?). The success of this mac and cheese is measured by how closely the directions are followed. Having said that, *if* it were me I would focus on putting it all together on the same day of the wedding (which might be a challenge, but doable). Here's what I would do for a wedding at 6:00 pm (adjust to your actual wedding time), and keep in mind that depending upon the size of your pot, it will take some time for the water to come to a boil (15 minutes or perhaps longer). Refer back to my original directions -- there's a lot of good advice in there.
Since this is for a wedding, I recommend making it fresh the same day so the pasta stays al dente and creamy. Here’s a good timeline to follow if the ceremony is at 6:00 and dinner is around 7:00: By 3:00, shred the cheese and set out butter and milk so they’re room temp. At 5:00, preheat the oven to 350°F and bring a big pot of water to boil. Around 5:15, cook the pasta al dente, drain it, and return it to the pot. Gently stir in the butter just until it’s melted, then add the milk, salt, pepper, and half the cheese. Lightly toss to combine. There is no need to stir until the cheese is melted (taste test for seasoning adjustment). At 5:30, transfer to the greased buffet pan, top with the rest of the cheese (do not stir!), cover with foil, and slide it into the oven. Bake 40–50 minutes (remove the foil for the last 10 minutes to brown the top). Very gently stir the mac and cheese, then let it rest 5–10 minutes before serving, and it’ll be hot and bubbly right on time for the reception. The best of luck to you with this…I know how stressful everything can be. If you have any additional questions, please let me know.
Ashlee Petrilli
Excited to try this recipe tonight to go with broccoli and seed-oil free nuggets!! Yay for a delicious dinner!!
Question— we use raw milk, would that make a different outcome in the recipe?
Anne Clark
Hi Ashlee! I'm excited you're trying my recipe...thank you! Since this recipe hasn't been tested using raw milk, I just can't say if the outcome would be different or not. From what I understand, raw milk has a richer flavor and creamier texture, but curdling is a risk at high heat; however, this recipe doesn't heat the milk to a high temperature, so I think it would be fine. I just can't guarantee it -- sorry! If you decide to use it for this recipe, please keep in touch and let me know how it turned out. Either way, thanks for visiting my blog and I hope you enjoy your delicious meal!
J L Wayne
Followed recipe to the T. We thought it extremely flavorless. Salt and pepper did not help. Sorry.
Anne Clark
Hey there,
This is a very simple mac and cheese — just 4 ingredients — so seasoning is everything. That’s why I explicitly say to salt, pepper, and taste test. If you followed the recipe “to the T” but skipped seasoning it to your taste, that’s not on the recipe… that’s on the cook. Next time, don’t be afraid to grab that salt shaker or reach for a sharper cheddar.
Best wishes,
Anne
Joe Cousin
Good morning! How does this Mac and cheese hold up in a smoker? Do you think there would be any noticeable difference if not using an oven?
Anne Clark
Hi Joe! Well, since I have never tried it on a smoker, I can't honestly say how it would do. I know for a fact that if the directions aren't exactly followed, the mac and cheese texture will not be great. I'm sorry I can't be of more help to you! Thank you though for visiting my blog and asking a great question!
Maggie
Hello! Can this be made ahead of time and pulled out to bake the next day?
Thanks for sharing this recipe!
Anne Clark
Hey Maggie! For the best texture, I recommend making it and eating it right after it's made. If you made it the day before, the macaroni could be mushy the next day. I hope this doesn't put a damper on your plans! Even though this recipe is super easy, it can be a little quirky if not followed exactly. Thank you for visiting my blog! I hope you have a great day!
Heather N
Made this recipe last night,added a 16 oz block of cheese.I haven't tasted it yet but my 10 year old said it was dry Will definitely try again and add something more for creaminess
Anne Clark
Hey Heather! Thank you for trying my recipe. So, my recipe only calls for an 8-ounce block of cheddar cheese...did you double the rest of the ingredients? If not, it sounds like there was simply too much cheese. I appreciate the feedback and the 4 stars 🙂