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Ultimate Southern Baked Macaroni and Cheese

A close-up of a thick slice of Southern baked macaroni and cheese with a deeply browned, crispy top crust.

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Make the best custard-style Southern Baked Macaroni and Cheese. This recipe uses sharp cheddar and Gruyère for a rich flavor, baked until bubbly with a crisp topping. It is the perfect holiday side dish or comfort food main meal.

Ingredients

Scale
  • 1 pound elbow macaroni
  • 1/2 cup (1 stick) unsalted butter, plus extra for greasing
  • 1/2 cup all-purpose flour
  • 1 teaspoon salt
  • 1/2 teaspoon black pepper
  • 1/4 teaspoon cayenne pepper
  • 1/4 teaspoon paprika
  • 4 cups whole milk, warmed
  • 1 cup evaporated milk
  • 4 large eggs, lightly beaten
  • 8 ounces sharp cheddar cheese, shredded
  • 4 ounces Gruyère cheese, shredded
  • 4 ounces Monterey Jack cheese, shredded
  • 1 cup panko breadcrumbs

Instructions

  1. Preheat your oven to 375°F (190°C). Grease a 9×13 inch baking dish with butter.
  2. Cook the macaroni according to package directions until al dente. Drain well and set aside.
  3. In a large saucepan, melt the 1/2 cup butter over medium heat. Whisk in the flour, salt, pepper, cayenne, and paprika. Cook this roux for 1 minute, stirring constantly.
  4. Gradually whisk in the warm milk until the mixture is smooth. Continue cooking, stirring often, until the sauce thickens enough to coat the back of a spoon, about 5 to 7 minutes. Do not let it boil rapidly.
  5. Remove the saucepan from the heat. Whisk in the evaporated milk and the lightly beaten eggs until fully combined.
  6. Add three-quarters of the shredded cheeses (reserving the rest for the top) to the sauce and stir until the cheese melts and the sauce is smooth.
  7. Fold the cooked macaroni into the cheese sauce until everything is evenly coated. Pour the mixture into the prepared baking dish.
  8. In a small bowl, toss the reserved shredded cheese with the panko breadcrumbs. Sprinkle this mixture evenly over the macaroni.
  9. Bake for 30 to 35 minutes, or until the top is golden brown and the sauce is bubbly around the edges.
  10. Let the macaroni and cheese rest for 10 minutes before serving.

Notes

  • For an extra rich flavor, use freshly grated cheese instead of pre-shredded varieties.
  • If you want a crispier topping, toss the panko with 2 tablespoons of melted butter before sprinkling over the top layer of cheese.
  • This recipe is excellent for holiday potlucks; you can assemble it completely, cover it, and refrigerate it up to 24 hours before baking. Add 10 minutes to the bake time if cooking straight from the refrigerator.

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