The Richest and Best Macaroni and Cheese I Ever Made

Elbow Macaroni and Sharp Cheddar Cheese

Is this really the best macaroni and cheese I ever made? YES and I have made a lot of macaroni and cheese in my lifetime! I’ve eaten a lot of macaroni and cheese, tested various recipes for macaroni and cheese, and have finally decided that this one is the best I have ever made.

There are some who like stove top mac and cheese and some who like baked mac and cheese.  They each have their merits, but I prefer mine baked.  Stove top tends to be cloyingly creamy, clinging to the macaroni like a thick winter coat.  Baked has a firmer consistency, the elbows surrounded by a rich custard infused with shreds of cheese.

My mother’s side of the family is from Louisiana, and like any self respecting Southern family we ate macaroni and cheese at every special occasion meal, be it Thanksgiving, Christmas, Easter or birthdays.  Not that it was reserved for special occasions, by any means.  My grandmother had her recipe, my mother had hers.  My late Uncle George, a retired Navy cook, had an incredible recipe, which sadly went with him when he passed.  Now I finally have my own to share with my daughter.

This macaroni and cheese is very rich, with heavy cream, sour cream and eggs.  This is not a dish you should eat every week.  Well, you can but don’t blame me when you can’t button your pants.


Southern Baked Macaroni and Cheese | Black Girl Chef's Whites



Macaroni and Cheese

16 oz elbow macaroni

16 oz sharp cheddar cheese

1/3 cup AP flour

3 tsp sea salt

3 tsp dry mustard

1/2 tsp freshly ground black pepper

1/4 tsp cayenne pepper

1 1/3 cups sour cream

4 eggs

4 cups half and half

2 cups heavy  cream

Cook the macaroni according to package directions.  Rinse with cool water, then drain the macaroni well.  Place the macaroni into a buttered 15 inch X 9 inch casserole dish.

Grate the cheese using a food processor, or if you are a glutton for punishment or have a child to keep busy, grate the cheese using the larger holes in a box grater.  Mix about 2/3 of the grated cheese into the macaroni.

Cheddar Cheese and Elbow Macaroni

Heat the oven to 350 degrees F.  In a large bowl whisk together the flour, salt, mustard, cayenne and black pepper.

Flour, Mustard, Cayenne, Salt and Black Pepper

Whisk the sour cream into the dry ingredients until incorporated.  Whisk in the eggs, followed by the the half and half and cream.  Pour the custard over the macaroni.

Rich Custard Poured over Macaroni

Top the macaroni and custard with the remaining cheese.

Macaroni and Cheese Ready for the Oven

Bake the macaroni and cheese for 30 minutes, or until the cheese is melted and browned around the edges.  The custard will be a bit jiggly in the center, but firms up as it cools.

Baked Macaroni and Cheese

Serve your macaroni and cheese as main dish or a side dish.  I made this for Easter and served it with baby back ribs. Not my traditional Easter dinner, but fabulous nonetheless!  Whatever you do, enjoy!

The Best Macaroni and Cheese with Baby Back Ribs

Cheryl D Lee on Foodista

35 thoughts on “The Richest and Best Macaroni and Cheese I Ever Made”

  1. My daughter wanted a custard-based macaroni and cheese for Christmas. She made this, and it was a big hit. Thanks.

  2. I promise the best Mac n cheese I ever made. I swear . I made it for Thanksgiving and I’m making it for Christmas too.

  3. Thank you so much for this tasty recipe it was truly the best Mac & Cheese I ever had I switched it up a little with the cheeses cause I like a combination I used sharp and mild cheddar with Colby jack and there was not even a spoonful left. I cant eat this all the time but I sure can enjoy it every year.

  4. I am so glad you love this mac and cheese! I know I do. Some of my older posts were not formatted for print, but I am trying to remedy this. I will start with this one so you will be able to print it out!

  5. This is absolutely the BEST macaroni and cheese I have ever tasted AND made myself! It is frequently requested by friends when I go to potlucks and picnics. Do you have a printable link on the site that I am missing? I have a new Mac computer after being a PC person forever, and I have no clue how to copy/paste into a word processing program (what IS it on a Mac??) in order to print it!

    Thanks so much for this recipe!!

  6. Sometimes I little bit of this mac and cheese is all you need. I love that your son makes it now, so you can have your occasional nibble!

  7. Hey Cheryl! Fast forward 2015 (I found your recipe in 2011)! I’m eating healthier so I don’t make your dreamy dish anymore, much to the chagrin of my oldest son who cannot live without your recipe for mac and cheese. So I did the next best thing…I gave him the recipe. NOW he makes it and I swear its better than mine!! Now he makes it for his family and all of our family gatherings as well. And YES, I still dip into your recipe when he makes it for those special occasions…who could resist?

  8. Ed, I am very flattered that you think my mac and cheese is the best you have ever tasted! Please let me know how you like it using different cheeses.

  9. Being from Pittsburgh I thought my momma made the best mac and cheese ever. After getting
    married and starting cooking some twenty years ago I had hers beat hands down. This is now
    the BEST mac and cheese I have ever tasted. I never would have thought of making a custard.
    Next time I may add another type of cheese maybe Gouda or Muenster. Thanks so much for the recipe that will be used this Memorial Day.

  10. Let me begin by saying, “I Don’t Write Reviews” HOWEVER, I absolutely had to comment on this macaroni and cheese. By FAR, the best mac and cheese I have ever made. I cooked this for guests on Easter Sunday, took almost twice as long to cook at 350, but when it was done, OMG!! This is the first time that my guests have gone back for seconds and thirds of mac and cheese, even after the meat was eaten. I did add a few of my personal favorites (just because I’m an old cook and can’t follow a recipe verbatim). I used some smoked Gouda and extra sharp cheddar to the recipe and it was GREAT!!! Lastly, I added a pinch extra of red pepper for a little more Kick and finally some smoked paprika. Best Damn Macaroni & Cheese EVER!!!

  11. Just put it in the oven! Gonna try it tonight! My only problem was… I didn’t have a 9×15 dish. I tried using a 9×13, but there was no way all that custard was going to fit without running over the top! I decided to scoop out some of the noodles and cheese and put that into a small baking dish, cover it with some of the remaining custard, pour what I could of what was left into the main dish, then put the leftover in the small dish. Here’s hoping it all comes out okay! (I really have to get a 9 x 15 dish now!) 🙂


    Long story short, I found this recipe last year right before Thanksgiving. I was tasked with making the macaroni and cheese for my boyfriends moms Thanksgiving gathering. Now, I typically make my own, not so amazing but just okay, version for my family gathering but I had to pull together something special for my boyfriends family. It hadn’t even been a full year so the pressure was on. I found this recipe and they still talk about it (it’s almost Thanksgiving again). I lost this recipe and after tons of searching I found it again, just in time for the next Thanksgiving contribution.

    This is hands down the best southern mac and cheese EVER! Thanks soooo much for sharing.

    About me (not assuming it matters, but just in case it does) 🙂
    african american female in late 20s from the DC area, boyfriend and family are from NY but love soul food

  13. OMG!! Girl, this is, without a doubt the BEST DAMN MACARONI & CHEESE ON THE PLANET!! My southern family takes their mac& cheese very seriously, & this the recipe I will make as long as I live. It’s AMAZING!! Nobody needs to look any further! If you’re reading this & haven’t made it yet, MAKE IT!!! Who cares if you gain five pounds just reading the ingredients list! Every single bite is heaven!!

  14. Since finding your site in 2010, (I’m the Nov. 2012 posting Cheryl below) I’ve made it at least a dozen times. It’s genuinely the best ever. Thanks so much for sharing, its now a tradition in our home.

  15. Not from the south, but our cook was and I remember mac & cheese at least once a week. I have tried for years to duplicate her recipe but never could. Now I know why – it never occurred to me to make a custard to pour over the top and I have made a heck of a lot of mac & cheese in my time. I tried this recipe and felt like I had traveled back in time. Thank you. Sorry I didn’t know about your blog two years ago when you posted this the first time.

  16. This is THE SUPREME recipe for mac n cheese, no doubt! Creamy, tasty, wonderful ambrosia. The only thing I added was my grandma’s dash of nutmeg which makes it all warm and fuzzy. From one Cheryl to another, you put your foot in it girl!!! 🙂 Two thumbs up!

  17. So i just made and put it in the oven i am making it for thanksgiving so i made ALOT….i just multiplied ur direction by 3 since i used 3* 16oz of macaroni..and i threw in all together 3 types of cheese….. i hope it comes out as good as it sounds…thanks for sharing!!

  18. So I’m not the only one who thinks of Mac and Cheese as a holiday side? I usually do it for Thanksgiving and Christmas and I have been working with an amazing recipe that is not too different than this one so I can only imagine that this one is equally amazing. Why is there so much bad macaroni and cheese around (it’s EVERYWHERE right now) with recipes like this?

  19. I’m going to try this. Every recipe I’ve made is too dry, but I think the custard is the secret in this one.

  20. Cheryl: I’m finally downloading your recipe. We were reminiscing about your yummy mac ‘n’ cheese. And then I said, “Today is the day!” I plan to cook it and eat it all week long. Love, Myrna

  21. Do you freeze this recipe before you bake or after you bake. Can’t wait to try sounds delicious

  22. WOW, I’ve had some good Mac’N Cheese in my days being from Alabama, but the “custard” in this recipe is making my mouth water! Can’t wait to try it. Thank you so much for sharing. (P.S., I found your blog on which I am about to be the Huntsville Gourmet Food Examiner.)

  23. Cheryl,

    I tried the recipe, Callie loved and James wanted more cheese. Talk to you soon, this will be a family favorite. Thanks for sharing it with us.

  24. I have been looking for a recipe like this for awhile! Thank you for posting it and I will be making it over the weekend!!

  25. Simona, here is what you do.

    1. – Halve the recipe.
    2. – Make the dish, then cut it into individual portions. Freeze the portions for later. Macaroni and cheese freezes well.
    3. – Make the dish then take it to work and share it with Mindy and Chi!

  26. Mindy, Chi and I are all drooling over this here at work! I want to make it but I don’t want leftovers. Too dangerous!

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