How to Make the Best Baked Macaroni and Cheese

Updated on September 8, 2017

Southern Baked Macaroni and Cheese

It doesn't get much better than this - perfectly creamy, cheesy Southern Baked Macaroni and Cheese.
It doesn't get much better than this - perfectly creamy, cheesy Southern Baked Macaroni and Cheese.

Perfectly Cheesy, Creamy Macaroni and Cheese

Making the perfect macaroni and cheese comes down to just a few steps: cook pasta, make a cheese sauce, combine, and bake. That's really all there is to it.

It really is that easy, and within those few steps, there are almost endless variations so you can customize the dish however you like it. But if you want a classic Southern-style macaroni and cheese, this is how to do it.

Baked Macaroni and Cheese - Recipe Ingredients

  • 2 cups milk
  • 2 tablespoons butter
  • 2 tablespoons flour
  • 1/2 yellow or white onion, grated (optional)
  • 1 teaspoon kosher salt
  • 1 teaspoon freshly ground black pepper
  • 2 teaspoons ground mustard (dry)
  • 1 (10-oz.) block extra sharp Cheddar cheese, shredded
  • 1/4 teaspoon ground red pepper
  • 8 ounces elbow macaroni

Baked Macaroni and Cheese - Recipe Directions

  1. Preheat oven to 350°F.
  2. In a medium saucepan, bring heavily salted water to a boil. The water should taste like sea water - this makes sure the pasta is seasoned all the way through. Cook pasta according to directions on the package - about ten minutes. Drain and set aside.
  3. Meanwhile, in a medium saucepan, heat butter over medium heat. Add flour, whisking well until smooth. Cook butter/flour mixture for about one minute.
  4. If you are using onions, whisk in grated onion. Add milk, a little at a time, whisking constantly to ensure the mixture remains smooth. If you add small amounts at a time, you'll avoid lumps. Slowly add all the milk, whisking constantly.
  5. Bring the mixture up to a simmer, and reduce heat. You don't want the mixture to boil, but you do want a simmer in order to fully thicken the sauce. Add salt, pepper, mustard and red pepper. Stir well.
  6. Add cheese in handfuls, stirring well after each addition. Turn off the heat and stir in cooked macaroni. Transfer macaroni to a lightly greased casserole dish.
  7. Bake at 350°F for half an hour, or until bubbly and golden brown.

Al Dente Macaroni?

Normally we like our pasta a little past al dente. But when making this baked macaroni and cheese, I slightly undercook the pasta. This is because it will continue to cook and absorb liquid (and flavor) from the sauce while it bakes. It also helps keep the noodles from collapsing, meaning the cheese sauce can get inside the noodles as well as coating them outside.

Starting the Cheese Sauce

Baked macaroni and cheese uses a roux - butter and flour cooked together with milk - to create a rich, cheesy sauce for the pasta. Whisk together the butter and flour over medium heat.
Baked macaroni and cheese uses a roux - butter and flour cooked together with milk - to create a rich, cheesy sauce for the pasta. Whisk together the butter and flour over medium heat.

Making the Roux

A roux - which thickens the sauce - is really just three ingredients. Start by melting the butter, and stirring the flour in until it thickens. Cook about a minute - just enough to get rid of the 'raw flour' taste.
A roux - which thickens the sauce - is really just three ingredients. Start by melting the butter, and stirring the flour in until it thickens. Cook about a minute - just enough to get rid of the 'raw flour' taste.

Grating the Onion

We love onion in macaroni and cheese, but feel free to skip it. If you do use it, it's best to grate the onion on a box grater. The tiny pieces incorporate into the sauce better that way, and you capture the juices as well. This adds a nice contrast.
We love onion in macaroni and cheese, but feel free to skip it. If you do use it, it's best to grate the onion on a box grater. The tiny pieces incorporate into the sauce better that way, and you capture the juices as well. This adds a nice contrast.

Adding Onion - Optional

If you use onion, add it to the butter/flour mixture before you add the milk. Just dump it in, and stir well.
If you use onion, add it to the butter/flour mixture before you add the milk. Just dump it in, and stir well.

Toppings!

There isn't much better than perfect macaroni and cheese unless it comes with a crunchy, crusty golden brown crust. You can take your version to the next level by giving it some crunch. Toppings are great for giving some contrast against the rich, creamy cheese sauce. It's super easy to do, and you have all kinds of options. Simply make the topping mixture, sprinkle it over the unbaked macaroni once it's in the casserole dish, and bake as normal.

  1. Use a sleeve of butter crackers - like Ritz (our favorite). Crush them up, toss them with a tablespoon of melted butter, and proceed.
  2. Take several slices of stale or leftover bread, and crumble them into crumbs. you can do this by hand for a rustic topping (which we love), or use a food processor for a finer crumb. Toss with a tablespoon of melted butter, and sprinkle over the top of the macaroni before baking.
  3. Crush two cups of corn flakes until they're fine crumbs. Toss with a tablespoon of melted butter and bake.
  4. Add a small can of green chilis to the macaroni and cheese before you pour it into a casserole dish. Sprinkle the top with a little chili powder, and top with crushed tortilla chips tossed with a little butter.
  5. Use a couple tablespoons of grated Parmesan cheese with any of the above for even more cheesy goodness.

If you use a topping for the baked macaroni and cheese, just watch out for over browning. Have a piece of aluminum foil ready to just rest on top of the casserole - this will let the macaroni bake through correctly, but prevent the topping from getting too dark.

Add the Milk

Add the milk, a little at a time, stirring well after each addition. This helps keep the sauce nice and smooth, and without lumps. Once you've added about 1/3 of the milk, go ahead and just add the rest, stirring well.
Add the milk, a little at a time, stirring well after each addition. This helps keep the sauce nice and smooth, and without lumps. Once you've added about 1/3 of the milk, go ahead and just add the rest, stirring well.

Cooked Macaroni

Al dente pasta, ready to go.
Al dente pasta, ready to go.

Lots of Cheddar - or Anything Else

This basic recipe calls for cheddar cheese, but you can add just about anything to that. Gouda, Swiss, mild cheddar, Monterrey Jack - even blue cheese can be used to substitute for part of the cheddar. Just make sure to use a full two cups of cheese.
This basic recipe calls for cheddar cheese, but you can add just about anything to that. Gouda, Swiss, mild cheddar, Monterrey Jack - even blue cheese can be used to substitute for part of the cheddar. Just make sure to use a full two cups of cheese.

Variations and Substitutions!

One of the best things about macaroni and cheese is that you can swap it up. The basic recipe is the same, but you can add all kinds of stuff if you like. I use onion in my basic recipe, but you can feel free to leave it out. If you'd like it a bit more hearty, use diced onion - that's pretty nice too.

You can add minced garlic at the beginning - it gets nice and sweet, and I usually do.

If you really want to bump up this dish and make it more of a main dish, add a cup or two of diced ham after you add the cheeses.

You can also toss in a cup or two of diced, crisped bacon. If you really want to get crazy with the bacon (and who doesn't?), cook the diced bacon in the same skillet you'll be making the sauce in. Once the bacon is cooked, remove it from the skillet and set it aside. Save four tablespoons of the bacon drippings, and proceed with the recipe using the bacon grease instead of butter. That was a very common method across the South for decades, since pork fats were somewhat more common than butter, especially in the Appalachian South.

Feel free to swap out cheeses as well. Often at the end of a month, we'll have little bits of several types of cheese. I use extra sharp cheddar as the base, but depending on what I have left in the fridge I'll add whatever I have. Just grate it and throw it in. I've used just about everything. The only things to watch for is too much mozzarella and too much of a super tangy cheese. The mozzarella makes it a little too stringy, and tangy cheeses, such as blue cheese are just overwhelming. A little is superb, too much is too much. With that said though, bacon and blue cheese macaroni and cheese is something straight out of Heaven.

Ready for the Oven

The macaroni and cheese will look pretty soupy before it goes in the oven. That's perfect - that's what you want. The sauce will tighten up as it bakes in the oven.
The macaroni and cheese will look pretty soupy before it goes in the oven. That's perfect - that's what you want. The sauce will tighten up as it bakes in the oven.

Baked Macaroni and Cheese Fresh out of the Oven

The baked macaroni and cheese hot out of the oven. If you serve it immediately, it will be a little bit loose. If you let it rest for about 10 minutes, it'll tighten up. Either way, it's molten hot - so be careful!
The baked macaroni and cheese hot out of the oven. If you serve it immediately, it will be a little bit loose. If you let it rest for about 10 minutes, it'll tighten up. Either way, it's molten hot - so be careful!

Have You Tried this Recipe?

5 stars from 3 ratings of How did it turn out?

Questions & Answers

    © 2017 Jan Charles

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      • Kristina Hearn profile image

        Kristina Hearn 

        10 months ago from Iowa

        Yum! We love macaroni and cheese and this looks like a great recipe! I'll be trying it soon - I bet my kids and husband will love it too. Thanks for sharing!

      • Rachel L Alba profile image

        Rachel L Alba 

        10 months ago from Every Day Cooking and Baking

        Hi Jan, Yummy, one of my favorite dishes, home made baked macaroni and cheese. There's nothing like it. This is the first recipe that I saw grated onion in it. I think it will give it that little bit of "what is that?" Thanks for sharing. I will be pinning it and gave it 5 stars.

        Blessings to you.

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