Growing up, Grandma Willie Mae’s mac and cheese was everybody’s favorite. Soon as it hit the table, the kids were already asking for two scoops… and she’d just smile and tell us, “Finish that plate first… your eyes bigger than your stomach.” Basically meaning… don’t pile up more than you can actually eat.

I’ve watched her make it more times than I can count… and if we tore that first pan up too fast, she’d go right on ahead and pull a second one out the oven.

If you didn’t grab yours quick, you was gonna be looking at an empty pan. I hope Grandma's recipe fills your kitchen with fond memories of full bellies and extra macaroni and cheese.

Time-Saving Tips & Shortcuts

• Use shredded cheese from the store, but mix in at least 1 cup of freshly shredded cheddar so it melts smoother.

• Beat the eggs and milk mixture the night before.

• Want hands-off? Prep completely, cover, and refrigerate. Bake the next day.

• Swap the stovetop boil for the Instant Pot 4-minute pasta method.

• One-pan method: Cook the pasta in a large Dutch-oven and bake in the same pan.

Grocery Shopping List

Cheeses

• Sharp cheddar

• Mild cheddar

• Monterey Jack or Colby Jack

• Velveeta (optional, but adds creaminess)

Other Ingredients

• Elbow macaroni

• Unsalted butter

• Evaporated milk

• Whole milk

• Eggs

• Salt, pepper, garlic powder, onion powder, paprika

• Flour (optional, if you want a roux)

Southern Baked Mac & Cheese Recipe

Ingredients

• 1 lb elbow macaroni

• 4 tbsp unsalted butter

• 2 cups sharp cheddar, shredded

• 2 cups mild cheddar, shredded

• 1 cup Monterey Jack or Colby Jack

• 1 cup Velveeta, cubed (optional but classic)

• 1 can (12 oz) evaporated milk

• 1 cup whole milk

• 2 eggs

• 1 tsp salt

• 1 tsp black pepper

• ½ tsp garlic powder

• ½ tsp onion powder

• ½ tsp paprika

1. Boil the Pasta (8–10 min)

Cook elbows in salted water until just shy of tender. Drain and coat with butter.

2. Mix the Custard (2 min)

Whisk evaporated milk, whole milk, eggs, and seasonings.

3. Layer the Mac (5 min)

In a greased 9x13 dish, layer macaroni + mixed cheeses.
Pour custard evenly across.

4. Top & Bake (35–40 min)

Add remaining cheese.
Bake at 350°F until golden, bubbly, and set.

Serving Suggestions

• Serve with collard greens, fried chicken, meatloaf, BBQ ribs, or a Sunday dinner spread.

• Perfect side dish for holidays and potlucks.

• Reheat with a splash of milk to bring it back to life.