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Southern Mac And Cheese

Southern mac and cheese with a custard-style egg and milk base and a golden, bubbly three-cheese top. Layered elbow macaroni turns ultra-creamy as it bakes, then rests for clean, scoopable slices.
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Prep Time 20 minutes
Cook Time 45 minutes
resting 10 minutes
Total Time 1 hour 15 minutes
Servings: 10 servings
Course: Side Dish
Cuisine: Southern American
Calories: 560
Ingredients Equipment Method Notes

Ingredients
  

Elbow macaroni
  • 1 lb elbow macaroni cooked and drained
Eggs and dairy
  • 4 eggs
  • 2 cup whole milk
  • 1 cup evaporated milk
Cheeses
  • 4 cup sharp cheddar shredded and divided
  • 1 cup Colby Jack shredded
  • 1 cup Gruyere shredded
Butter and seasoning
  • 0.5 cup unsalted butter cubed
  • 1 tsp Dijon mustard
  • 1 tsp smoked paprika
  • 0.5 tsp garlic powder
  • 0.25 tsp cayenne
  • 0.25 salt to taste
  • 0.25 pepper to taste

Equipment

  • 1 sheet pan

Method
 

Prep and preheat
  1. Preheat oven to 350F and butter a deep 9x13 baking dish. Make sure the dish is fully coated so the custard releases cleanly.
Make the custard and layer
  1. Whisk eggs, whole milk, evaporated milk, Dijon mustard, smoked paprika, garlic powder, cayenne, salt, and pepper until smooth. The mixture should look evenly colored with no streaks of egg.
  2. Layer half the cooked macaroni in the dish and scatter 2 cups sharp cheddar, all the Colby Jack, and Gruyere over. Spread the cheeses into an even layer so they melt into the custard.
  3. Add remaining macaroni and pour the egg-milk custard over everything. Pour slowly to help the custard seep between layers.
  4. Dot the top with butter cubes and sprinkle with the remaining 2 cups sharp cheddar. You should see butter pieces and a thick cheese layer on top.
Bake and rest
  1. Bake for 40-45 minutes at 350F until the custard is set and the top is golden. Look for a lightly puffed center that no longer jiggles when nudged.
  2. Rest the mac and cheese for 10 minutes before serving. It will thicken as it cools so slices hold together.

Notes

For the creamiest texture, use a deep 9x13 dish and pour the custard slowly so it fills the macaroni layers. Refrigerate covered for up to 4 days; reheat in a 325F oven until warmed through (add a splash of milk if needed). Freezing is not recommended because the custard can separate after thawing. For a lighter option, use evaporated milk and whole milk with a reduced-fat swap (avoid fat-free) to keep the custard set.