Not everybody can make the mac and cheese at holidays. It’s an art form, and it’s sacred boos. This Southern baked mac and cheese just might get you put in charge next year. I know folks have opinions about whether eggs belong in mac, but they sure belong in this one! I use five cheeses and bake it up with a golden top and a creamy middle. It’s got that firm, Southern, old-fashioned mac and cheese texture, but still gives you the best cheese pull. Get into it, boos.
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Southern Baked Mac and Cheese Ingredients

- Pasta: Elbow macaroni is THE choice for mac, boos. It catches all the cheese in its curves. Small shells work too, but stick with a similar-sized pasta.
- Milk, heavy cream, and eggs: Grab evaporated milk, not sweetened condensed milk. Eggs give mac and cheese that firmer, custard-style texture. It’s still creamy inside, just less loose than stovetop mac.
- Cheeses: Sharp cheddar, Colby Jack, mozzarella, Velveeta, and cream cheese. Grate the cheddar, Colby Jack, and mozzarella from blocks for the smoothest melt. Cut the Velveeta into small cubes, and use softened, full-fat block cream cheese. I’ve swapped in Monterey Jack for Colby Jack before, and it’s delish!
- Butter: Cut the butter into small pieces so it melts easily into the warm macaroni.
- Seasonings: Black pepper and nutmeg balance out all that cheese and cream. But go easy on the nutmeg, y’all! This ain’t no dessert.
How To Make Baked Macaroni and Cheese with Eggs
These step-by-step photos show how to make old-fashioned baked mac and cheese, but be sure to check the recipe card below for the full ingredient list and detailed instructions. Skip to the → Baked Macaroni and Cheese Recipe
1. Cook the macaroni and stir in the butter and cream cheese

Cook the macaroni in salted water until just al dente, drain without rinsing, then stir in the butter and softened cream cheese while the pasta is warm until evenly incorporated.
2. Whisk together the milk and egg mixture

Whisk the evaporated milk, the first portion of heavy cream, eggs, black pepper, and nutmeg together until smooth, with no streaks of egg left.
PRO TIP: Let the macaroni cool slightly before adding the egg mixture. It should be warm, not piping hot, so the eggs don’t scramble.
3. Pour the milk and egg mixture over the macaroni

Stir gently until all the pasta is coated.
4. Fold in the cheese

Add the Velveeta, mozzarella, and the portions of cheddar and Colby Jack meant for the filling, then gently fold until the cheeses are evenly distributed.
5. Add the topping and remaining cream

Transfer the mixture to a lightly greased baking dish, scatter the reserved cheddar and Colby Jack over the top, and pour the remaining heavy cream evenly over the macaroni.
6. Bake your Southern mac and cheese until golden

Bake covered, then uncover to brown the top and finish cooking the center before letting the mac rest so it scoops up creamy and holds together.
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Full Baked Mac and Cheese with Eggs Recipe

Southern Baked Mac and Cheese Recipe
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Ingredients
- 1 pound elbow macaroni
- 1 12 oz can evaporated milk
- 1 ½ cups heavy cream
- 2 eggs
- 2 ½ cups sharp cheddar shredded
- 1 ½ cups Colby Jack shredded
- 1 cup mozzarella shredded
- 8 oz Velveeta cheese cubed
- 4 oz cream cheese softened
- 6 tablespoons butter
- 1 teaspoon black pepper
- ⅛ teaspoon nutmeg
Instructions
- Preheat the oven to 350°F. Lightly grease a 9×13-inch baking dish.
- Bring a large pot of salted water to a boil. Cook the macaroni until just al dente, then drain well. Do not rinse.
- While the pasta is still warm, add the butter and softened cream cheese. Stir until melted and evenly incorporated.
- In a separate bowl, whisk together the evaporated milk, 1 cup heavy cream, eggs, black pepper, and nutmeg until smooth.
- Pour the milk-and-egg mixture over the warm macaroni and gently stir to combine. Add the Velveeta, mozzarella, 2 cups sharp cheddar, and 1 cup Colby Jack. Gently mix until everything is evenly distributed.
- Pour the macaroni mixture into the prepared baking dish. Sprinkle the remaining ½ cup sharp cheddar and ½ cup Colby Jack evenly over the top. Pour the remaining ½ cup heavy cream evenly over the macaroni.
- Cover tightly with foil and bake for 25 minutes. Remove the foil and bake for another 15 minutes, or until the top is golden and the center is hot and creamy.
- Remove from the oven and let rest for 10-15 minutes before serving.
Notes
How to Store
- Fridge: Portion leftovers into shallow airtight containers and refrigerate for up to 3-4 days. No need to leave the whole pan out until it’s completely cool, boos.
- Freezer: Pack cooled portions into freezer-safe containers and freeze for up to 2 months for the best texture. Label them with the date and thaw overnight in the fridge before reheating.
- Reheating: Add a splash of milk or cream, cover with foil, and warm in a 350°F oven until the center reaches 165°F. For a single serving, microwave in short bursts with a loose microwave-safe cover until heated through.
Nutrition
Recipe Tips
- Bite into a noodle before draining. It should be tender with a little firmness in the center, not crunchy or mushy. Don’t cook it past that, boos. It will keep cooking in the oven.
- Give the colander a good shake. Water hiding in the macaroni elbows can thin out the filling, so drain them well before they go into the bowl.
- Tent the foil over the cheese. Crimp it tightly around the edges of the dish, but leave a little room over the topping so it doesn’t stick and peel off with the foil.
- Check the center, not just the top. A golden crust doesn’t tell you whether the middle is ready, and baking too long can dry out creamy baked mac and cheese.

Serving Ideas
- Make It the Main: I often serve this as the main because it already has a lot going on. Add dirty greens, mustard greens, or coleslaw and call it dinner boos.
- Sunday Supper Side: This soul food mac and cheese also belongs next to fried pork chops, Nashville hot chicken, or fried cabbage.
- Holiday Table: Serve it alongside smothered turkey wings, cornbread dressing, cranberry sauce, and candied yams. Thanksgiving, Christmas, Easter… It’s a side worth making room for!
Recipe Help
Yep! Assemble it, cover tightly, and refrigerate for up to 24 hours before baking. A cold casserole needs extra oven time, so check the center before pulling it out.
If the center still looks like loose milk, it needs more baking time. Cover the top if it’s already browned. If it’s cooked through, let it finish resting before scooping. This mac should be creamy inside, but the liquid shouldn’t pool on your plate.
Overbaking can dry out the filling and make the cheese separate. Double-check that you used all the cream, including the portion poured over the top.
This recipe looks amazing I want to make this for Thanksgiving dinner.. If I want to double the recipe, do I just double everything? Also what would be the effect if I omitted the eggs?
The recipe makes a ton so you may not want to double but you could definitely do so or make two separate large dishes to make it easier for bake time. Also omitting the eggs would change the consistency and the structure as it helps to set up the dish.
This looks delicious do you know if it would freeze well before cooking?
I actually haven’t tried freezing this before cooking.
Oooh looks good I love baked Mac and Cheese it’s one of my best dishes. I guess me growing up in Florida and Georgia my family and I never needed to use flour to make it hold together. I actually stopped using eggs. Just a ruox made from butter, milk and cheese.
Oh nice!!!!
This was really good. Made it this past weekend with a smoked turkey. Perfect match. Also added the lobster and shrimp which added more great flavor.
Great Job!!!!
This really does look interesting after searching for hours. So, when do I add my lobster and shrimp?
Gosh that sounds awesome. I would add that when you toss everything together before baking.
Hi. This recipe looks good and I wanted to try it until I saw the ingredients. I am not a complainer nor do I have a problem with other people’s recipes, but some of these ingredients are not so easily available at regular grocery stores. When I see a recipe titled anything with “southern” I instantly look at it and like to try it. My mother, mother in-law, husband, and host of in-laws, cousins, etc grew up in the south. We have never heard of manchego nor gruyere cheese. I could look it up to see where I can purchase it, but to call it “southern” is misleading. Again, I don’t have any problem with other people’s recipe, but this is not the typical southern baked Mac and cheese. I hope my comment don’t come across as me not supporting you. I follow your blog and others because I was drawn to it because I enjoyed what’s on them. But our feedback should be important.
Hi Veronica, thanks so much for your comment. I think we can agree to disagree on this particular recipe. I don’t think certain cheeses make a recipe typically Southern. In this case, the technique and baking of the dish make it inherently Southern. Feel free to use different cheeses that you prefer. Cooking is very subjective so I want you to enjoy your dishes at home as much as possible but I also want you to be open to trying new things. The cheeses in this dish from Nicole are really wonderful together, and she is a true Southerner from Georgia. Give it a try!
I have found both cheeses you mentioned at grocery chains including Albertsons and Aldi.
Even Walmart has upped their game with specialty cheeses.
Now this is Mac and Cheese!! Thank you for sharing the recipe!