Southern Baked Mac and Cheese with Sharp Cheddar

Quick Recipe Version (TL;DR)

  • Yield: 8 servings
  • Prep Time: 20 minutes
  • Cook Time: 40 minutes
  • Total Time: 1 hour 10 minutes

Quick Ingredients

  • 12 oz elbow macaroni
  • 1 tablespoon kosher salt (for pasta water)
  • 3 large eggs
  • 1 can (12 oz) evaporated milk
  • 1 cup whole milk
  • 6 tablespoons unsalted butter, melted and divided
  • 12 oz sharp cheddar, coarsely shredded
  • 8 oz Colby, coarsely shredded
  • 1 tablespoon cornstarch (optional, toss with cheese)
  • 1 teaspoon kosher salt, 1/2 teaspoon black pepper
  • 1/2 teaspoon dry mustard, 1/4 teaspoon garlic powder
  • Pinch cayenne; 1 teaspoon Worcestershire or hot sauce
  • 1 1/4 cups crushed butter crackers (about 70 g)
  • 1/4 teaspoon paprika

Do This

  • 1. Heat oven to 350°F. Butter a 9×13-inch (3-quart) baking dish.
  • 2. Boil macaroni in well-salted water until 2 minutes shy of al dente; drain very well.
  • 3. Shred cheddar and Colby; toss with cornstarch.
  • 4. Whisk eggs, evaporated milk, whole milk, 4 tbsp melted butter, salt, pepper, mustard, garlic, cayenne, and Worcestershire.
  • 5. Layer half the pasta, half the cheese; repeat. Pour custard evenly over; press gently to level.
  • 6. Mix crumbs with 2 tbsp melted butter and paprika; scatter on top. Bake 35–40 minutes until set and golden; rest 10 minutes before serving.

Why You’ll Love This Recipe

  • True Southern, custard-style mac and cheese: sliceable, creamy, and set—no flour roux required.
  • Bold but balanced cheese flavor from sharp cheddar and mellow Colby.
  • Buttery cracker crumb topping bakes up shatteringly crisp and golden.
  • Reliable for holidays or potlucks and easy to make ahead.

Grocery List

  • Produce: Chives or scallions (optional garnish)
  • Dairy: Eggs, evaporated milk, whole milk, sharp cheddar, Colby, unsalted butter
  • Pantry: Elbow macaroni, butter crackers (or panko), kosher salt, black pepper, dry mustard, garlic powder, cayenne, Worcestershire or hot sauce, cornstarch, paprika

Full Ingredients

For the pasta

  • 12 oz elbow macaroni
  • 1 tablespoon kosher salt (for pasta water)

For the custard

  • 3 large eggs
  • 1 can (12 oz) evaporated milk
  • 1 cup whole milk
  • 4 tablespoons unsalted butter, melted and slightly cooled
  • 1 teaspoon kosher salt
  • 1/2 teaspoon freshly ground black pepper
  • 1/2 teaspoon dry mustard
  • 1/4 teaspoon garlic powder
  • 1/8 teaspoon cayenne pepper (or to taste)
  • 1 teaspoon Worcestershire sauce or hot sauce

For the cheeses and assembly

  • 12 oz sharp cheddar, coarsely shredded
  • 8 oz Colby, coarsely shredded
  • 1 tablespoon cornstarch (optional; toss with shredded cheese to prevent greasiness)

For the buttery crumb topping

  • 1 1/4 cups crushed butter crackers (about 70 g; roughly 30 crackers)
  • 2 tablespoons unsalted butter, melted
  • 1/4 teaspoon paprika (sweet or smoked)
  • Pinch kosher salt, to taste

Optional garnish

  • Finely sliced chives or scallions
Southern Baked Mac and Cheese with Sharp Cheddar – Closeup

Step-by-Step Instructions

Step 1: Preheat and prepare the dish

Preheat the oven to 350°F with a rack in the center. Lightly butter a 9×13-inch (3-quart) baking dish to prevent sticking and help the edges crisp up.

Step 2: Par-cook the pasta

Bring a large pot (at least 4 quarts) of water to a rolling boil. Add 1 tablespoon kosher salt and the macaroni. Cook until 2 minutes shy of al dente (about 5 to 6 minutes total, depending on brand). Drain thoroughly, shaking off excess water, then spread the pasta on a sheet pan for 1 to 2 minutes to steam dry. Dry pasta helps the custard cling instead of becoming watery.

Step 3: Shred and toss the cheeses

Coarsely shred the sharp cheddar and Colby. In a bowl, toss the two cheeses together with the cornstarch (if using). Shredding from blocks melts creamier than pre-shredded cheese.

Step 4: Whisk the custard base

In a large bowl, whisk the eggs until smooth. Whisk in the evaporated milk, whole milk, melted butter (4 tablespoons), kosher salt, black pepper, dry mustard, garlic powder, cayenne, and Worcestershire or hot sauce. The mixture should be homogenous with no streaks of egg.

Step 5: Layer the macaroni and cheese

Spread half of the macaroni in the prepared baking dish. Sprinkle evenly with half of the shredded cheese. Add the remaining macaroni, followed by the remaining cheese. Slowly pour the custard over the entire surface, moving around the dish so it seeps evenly. Gently press down with a spatula to level and submerge the pasta and cheese.

Step 6: Add the buttery crumb topping

In a small bowl, mix the crushed butter crackers with the remaining 2 tablespoons melted butter, paprika, and a pinch of salt. Sprinkle the buttery crumbs evenly over the top. This layer will bake into a crispy, golden lid.

Step 7: Bake, rest, and serve

Bake at 350°F until the center is just set and the top is deep golden, 35 to 40 minutes. The edges will be bubbling, and the center may have a slight, gentle jiggle. If the topping browns too quickly, tent loosely with foil during the last 10 minutes. Remove from the oven and rest 10 to 15 minutes so the custard sets into sliceable squares. Garnish with chives or scallions, if using, and serve warm.

Pro Tips

  • Undercook the pasta by 2 minutes so it finishes perfectly in the oven and doesn’t turn mushy.
  • Shred cheese from blocks; anti-caking agents in bagged shreds can prevent smooth melting.
  • A tablespoon of cornstarch tossed with the cheese helps prevent oily separation and keeps the custard silky.
  • For doneness, look for 190°F in the center on an instant-read thermometer or a slight jiggle that firms up as it rests.
  • Let it rest before cutting—this is a set custard, not a loose sauce. Resting gives you neat, scoopable squares.

Variations

  • Extra-cheesy: Swap 4 oz of Colby for Monterey Jack or mild gouda for extra melt without overpowering sharp cheddar.
  • No-crumb top: Skip the crackers and finish with an additional 4 oz shredded cheddar for a bubbly cheese lid.
  • Spicy: Stir 1 finely diced jalapeño into the pasta and add 1/2 teaspoon hot sauce to the custard.

Storage & Make-Ahead

Refrigerate leftovers, tightly covered, for up to 4 days. Reheat covered at 325°F for 15 to 20 minutes; add a splash of milk if needed to loosen. To make ahead, assemble fully (through topping), cover, and refrigerate up to 24 hours. Bake cold casserole at 350°F for 45 to 50 minutes, tenting if the topping browns too fast. To freeze, bake, cool completely, wrap well, and freeze up to 2 months. Thaw overnight in the refrigerator and reheat covered at 325°F until warmed through.

Nutrition (per serving)

Approximate values: 630 calories; 36 g fat; 45 g carbohydrates; 29 g protein; 1.6 g fiber; 980 mg sodium. Values will vary based on specific brands and toppings.

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