February 12, 2018

Southern-Style Macaroni & Cheese

The BEST baked Macaroni & Cheese EVER

Nanny’s Macaroni & Cheese was, hands-down, my absolute favorite of all the things she cooked. Though her 12-layer banana cake, chicken n’ dumplings and greasy rice all hold special places in my heart, there was nothing – and I mean NOTHING – that was more delicious or more requested than her macaroni and cheese.

Let me just slide in a quick note here… I’m talking about the baked custard-style macaroni and cheese (sometimes called “macaroni pie”) that we make here in my part of the South, not stove-top or the kind made using a roux or béchamel sauce.

When I got a little age on me and started helping out in her kitchen (cooking, that is, not my default position as the rinser and dryer in the two-man dishwashing operation my cousin, Lisa, and I were stationed at from the time we were old enough to reach the sink) I really paid attention to how she made it. Because when I grew up I knew I wanted to cook it just like her!

This is THE best Southern-Style baked Macaroni & Cheese I've ever made! EVER!

This is THE best Southern-Style baked Macaroni & Cheese I've ever made! EVER!

So when I grew up, I made it like hers! And it was good. But it wasn’t Nanny’s. I always did everything the same except, instead of using canned evaporated milk, I used half and half or a combo of milk and cream. Because Ms. Fancy-Pants Chef Extraordinaire here thought she knew better than to use stinky ol’ canned milk. I’m a professional! I shall use superior ingredients!

Pffffft. What an idiot.

A few weeks ago I ran across this article from Serious Eats (THE BEST website for recipe technique) about how using evaporated milk is essential for making smooth cheese sauces and then I had a macaroni and cheese EPIPHANY.

tick tick tick tick tick tick tick CLICK

It suddenly all made sense. Definitely read the article (and the ones linked in it) for the details but, in a nutshell, what they will tell you is that for a velvety smooth and ultra-creamy cheese sauce, you need evaporated milk because of the high volume of milk proteins which adds stability to cheesy sauces.


I’m sorry, Nanny!! You were right! And I was wrong! I’ll never question your recipes again!

Our grandmamas probably didn’t know any of the science that went into it and were simply using the ingredients they were accustomed to cooking with having grown up during the Great Depression and/or World Wars but that canned evaporated milk is THE secret ingredient to rich, velvety smooth macaroni and cheese!

Many of you never stopped using it and are rolling your eyes and shaking your head at me for thinking I knew better.

I know, sista. I know.

A few weeks ago we went to our friends’ house for barbeque and I volunteered to bring Macaroni & Cheese. Of course, now that I knew what I needed to do differently, I made it with evaporated milk. And it was glorious. I have never EVER received so many compliments on my macaroni and cheese as I did that night. Even after it was cold and hard and had been sitting out, people were still going back to the table to get more.

So allow me to present to you my NEW (actually old) recipe for THE BEST macaroni and cheese EVER!

This is THE best Southern-Style baked Macaroni & Cheese I've ever made! EVER!

This is THE best Southern-Style baked Macaroni & Cheese I've ever made! EVER!

Also check out my recipe for CROCK POT Mac & Cheese!
Get recipe HERE

Yield: 14-16 servings

Southern-Style Macaroni & Cheese


  • 1 pound elbow macaroni noodles
  • 24 ounces cheddar cheese, shredded
  • 3 12-oz cans evaporated milk
  • 3 eggs
  • 1 1/2 teaspoons salt
  • 1 teaspoon pepper
  • 1 teaspoon dry mustard powder
  • Pinch of cayenne pepper
  • 1/2 stick (1/4 cup) butter


Cook noodles in liberally salted water one minute less than the package instructions for al dente preparation. Drain noodles then set aside.

While noodles are cooking, shred cheese, reserving two cups of cheese for the top layer.

Combine evaporated milk, eggs, salt, pepper, mustard powder and cayenne pepper in a large bowl and mix thoroughly (make sure the eggs are well combined into the mixture).

Spray a 3-quart 13x9 baking dish with cooking spray (or rub with butter). Layer noodles and cheese into the dish, topping everything with the reserved two cups of cheese. Pour milk mixture evenly over noodles and cheese. Cut butter into thin pats then place them evenly on top of cheese.

Bake, uncovered for 40-45 minutes at 350 degrees or until cheese is lightly browned and dish is bubbly.

Remove from oven then lest rest 30 minutes before serving. Don't skip this step... if you dig into this right out of the oven the inside will be soupy. The dish needs time to "set up".

  • I prefer the jumbo macaroni noodles but I can’t always find them (when I can’t I often use ziti or cavatappi). Use regular macaroni, jumbo macaroni, or whichever noodles you prefer best!
  • We’re undercooking our noodles just a smidge so they will hold up during the baking process.
  • You absolutely MUST shred your own cheese. Pre-shredded cheese is coated with anti-clumping agents like cellulose (which is actually powdered wood pulp) which dries out your finished cooked dishes. It is also harder than cheese you shred yourself so it doesn’t melt as smooth and creamy. And it doesn’t taste as good. Just trust me here… buy a $10 box grater from Wal-Mart and shred your own cheese. It only takes a couple minutes!
  • You can use a combination of cheddar and other soft cheeses if you prefer – just make sure the majority of the cheese is cheddar. I usually don’t use sharp cheddar as it’s firmer and doesn’t melt as smoothly.
  • If you want to add some Velveeta to your cheese go for it. Some people swear by it and others spit on the floor at the mention of it. If you do use Velveeta, reduce the salt to 1 teaspoon.
  • I actually add 1/4 teaspoon of white pepper to mine but I’m sure Nanny never did so I didn’t include it in the recipe above.
  • You can easily reduce this recipe. Just use one egg for each can of milk and adjust everything else accordingly. 
  • Get my CROCK POT Southern-Style Macaroni & Cheese recipe HERE

This recipe was featured at the Weekend Potluck!

Keep up with my latest shenanigans by following South Your Mouth!

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  1. I'm going to make this right now. Evaporated milk hmmm, never used that before. My Daughter coming to dinner, I wonder if she will notice the difference.

  2. Better than your "other" mac & cheese?!

  3. Macaroni and cheese is the ultimate comfort food for me. And it's gotta be homemade :) I can't wait to try your recipe. Thanks for posting it!

  4. Family recipes are usually the absolute best. I found your Nanny's Chicken and dumplings recipe you mentioned. You need to post her 12 layer Banana Cake :)

    This macaroni and cheese looks divine. I need to make it for my ladies group mosaic party I'm having in a couple of months.

    Thanks for sharing her recipe.

  5. I've been searching for (the best ever!) macaroni and cheese w/o a roux, using a custard instead. I can't wait to try this!

  6. I am from the South (actually Key West, a different South) and had never had mac & cheese till after I was married. But now I make a wonderful Mac & Cheese with ham and it is roux based. However this recipe sounds wonderful and will give it a shot next week

  7. My niece in Virginia makes her mac & cheese this way. Very good taste. But the night she misread the label and used sweetened condensed milk, my brother said it tasted like dessert for dinner. She won't be allowed to forget that one. I use a roux based cheese sauce for my mac & cheese.

  8. My husband has been waiting patiently for me to discover this recipe...being born of southern parents, he was never happy with my California ways with Macaroni and Cheese. He thanks you!


Hi there! While I'm not able to respond to every comment, I try hard to answer any questions that haven't been addressed in the post, recipe or in other comments. And though I may not respond to them all, I do read each and every comment and I LOVE to hear from you guys! Thanks, y'all! - Mandy