Old Fashioned Baked Macaroni and Cheese

This old fashioned Baked Macaroni and Cheese is made the old fashioned Southern way. Just a few simple ingredients go into this classic and beloved dish of pure comfort food.

It can be dolled up lots of different ways and there’s nothing wrong with that. But, there is something comforting about plain old fashioned mac and cheese made like it was back in the day before “Mac and Cheese” was even an expression.

It can be dolled up lots of different ways and there’s nothing wrong with that. But, there is something comforting about plain old fashioned mac and cheese made like it was back in the day before “Mac and Cheese” was even an expression.

Preserving the old Southern ways with food

One of our goals here at Biscuits and Burlap is to document, for future generations, some of the old classics like our Mamas and Grandmas made. My own Mama had lots of specialties, and Macaroni and Cheese was one of my personal favorites.

I watched her make it countless times, but I never asked her how she did it, or why she made it the way she did. She’s gone now, and I hope this post will inspire you to ask your Mamas about their dishes while you can.

I’ve made a pretty good version myself over the years, but it never really measured up to hers. And so, I set about working to recreate it, and these memories are what I had to go on.

• She did not use eggs or flour
• She only used sharp cheddar cheese that she grated (or chopped up) herself
• The macaroni was just partly cooked in water
• She stirred up the ingredients in a pot on the cooktop over low heat before baking
• Besides the macaroni, the only ingredients were cheese, butter, milk (and salt and black pepper to taste)
• There was no topping like bread crumbs or crackers (only more cheese)

After years of mediocre results and some trial and error I’ve finally got it pretty close. I know you’re thinking “It’s just a few ingredients. How tough could it be?” My thoughts exactly.

So, why was it dry? Why did I feel like I needed to add an egg or thicken the sauce with flour? I read hundreds of other recipes and no one seemed to keep it as simple as Mama did.

What was I doing wrong? Not enough stuff. That’s what. Not enough butter. Not nearly enough cheese and milk.

This old school recipe is not your diet’s friend, but it’s the way our southern Mamas intended it to be. Just tape-it-onto-my-hips rich.

Also, I was overcooking it in the oven. With no egg to worry about, the ingredients are all cooked by the time it goes in.  It just needs a few minutes in a hot oven to melt that cheese on top, soak up the milk, and get piping hot.

Ingredient notes

• Macaroni noodles or elbow pasta (same thing, two different names)
• Butter – salted or unsalted is fine
• Milk – we recommend whole milk or canned evaporated milk for the richest flavor
• Sharp cheddar cheese – I actually prefer extra sharp, but you can use either. The most important note is to grate it yourself. Do not use pre-shredded cheese

For the full ingredient list and quantities refer to the the recipe card below.

How to make your mac and cheese

1. Cook pasta in boiling salted water for about 8 minutes and then drain.
2. Return the drained noodles to the hot saucepan and add the butter, stirring.
3. Return the pan to the heat (keeping it at low to medium low) and add the remaining ingredients, reserving ¾ to 1 cup of the cheese for topping.
4. Cook and stir until the cheese melts.
5. Add to a baking dish, top with reserved cheese and bake at 375 degrees for about 25 minutes.
6. Broil for 1-2 minutes if you like your macaroni and cheese brown on top.

Some tips for making the best old fashioned macaroni and cheese

• Use only freshly grated sharp cheddar cheese – I can’t stress the importance of this enough
• cut the butter into smaller pieces and add it before the milk and cheese
• don’t worry if it’s a little soupy when it goes in the baking dish – the noodles will soak up the liquid
• whole milk or evaporated milk are best
• don’t overcook in the oven

Recipe FAQ’s

Mama loved and used her iron skillet often too. But, she did not make baked macaroni and cheese in an iron skillet, and she would probably think I was nuts to even consider it.

And so, when it came down to it, I used the very Pyrex baking dish that she used and I inherited from her. So, maybe it doesn’t make the cutest photo, but that’s not what this is all about.

For fun, I decided to make it in the same old sauce pan she always used, and I thought y’all would enjoy a photo of it. As you can see, it was well-loved.

It’s great on the holidays next to Fried Turkey Breast or Smoked Ham.

For a smoky twist on this favorite dish be sure to also make Smoked Mac & Cheese. It’s made in one pot or skillet, starts with uncooked pasta and gets rave reviews every time

If you’re looking for more old fashioned southern favorites, try this Summer Slaw Recip.

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📖 Recipe

Macaroni and Cheese – Southern Style