Southern Style Macaroni And Cheese
This gooey, baked Southern Style Macaroni and Cheese is rich and indulgent, featuring a creamy, no-cook sauce. It’s the perfect mouthwatering side dish for busy weeknights or when you’re entertaining guests.

What You’ll Love About this Southern Style Macaroni and Cheese Recipe
- Ultra-Cheesy Flavor – Cheez Whiz and shredded cheddar cheese delivers a bold cheddar flavor that’s creamy, salty, and satisfyingly rich. It coats the macaroni perfectly for that gooey, indulgent bite.
- Quick & Easy to Make – Since Cheez Whiz is already melted and smooth, it’s super convenient, just process in a blender or a food processor then stir into cooked pasta. No need for making a flour roux.
- Childhood Comfort Food Vibes – There’s something retro and comforting about it. It brings back memories of simple meals and after-school snacks.
- Budget-Friendly – It’s an economical option that stretches well—ideal for feeding a group or enjoying leftovers the next day.
- Customizable – You can add protein like crumbled bacon, cubed ham, or even hotdogs to make it a one dish meal.
Ingredients to Make Southern Style Macaroni and Cheese Recipe
When it comes to macaroni and cheese, there more far more variations than there are Southern states. I would describe this macaroni and cheese as my quick and easy, homestyle macaroni and cheese. This version is specifically designed for those hectic Mom days, when you don’t have the time to make the cheese sauce from scratch.
It’s not fussy to make, but the end result is irresistible. Unlike my 5 Cheese Holiday Macaroni and Cheese, where the cheese sauce is turned from a bechamel sauce into a gloriously rich five cheese sensation, the sauce for this dish is whipped up using my stand blender. Pour the no-cook cheese sauce over layers of cooked classic elbow macaroni and top it all off with a blend of sharp cheddar cheese.
Checkout this quick list of ingredients you’ll need to make cheez whiz Macaroni and Cheese: (Use the down arrows to scroll further down the page for the full printable recipe card.)
- Pasta – Dry elbow macaroni cooked in salted water until tender.
- Cheese – Shredded sharp cheddar cheese and shredded medium cheddar cheese for a cheesy flavor.
- Liquid – Whole milk adds moisture. You could replace part of the milk with evaporated milk.
- Cheese Sauce – One can of cheddar cheese soup and Cheez Whiz, a good melting cheese for optimum flavor.
- Dairy – Sour cream and melted butter add richness.
- Whole Eggs – Large eggs will bind the sauce ingredients.
- Seasonings – Dry mustard, salt and white pepper.

How To Make Southern Style Macaroni and Cheese
Macaroni and cheese is one of those dishes that are a “sure thing” when entertaining. It never ceases to amaze me how it continues to delight kids of every generation and kids of all ages gravitate to it no matter the occasion or what other dishes are being offered. A few things to consider when making:
- Heat Oven and Prepare the Baking Dish: Preheat the oven to 350°F and spray a 13×9-inch baking dish or casserole dish with nonstick cooking spray.
- Boil the Macaroni – Cook the elbow macaroni in salted boiling water until al dente. Drain well.
- Make the Sauce – Blend together the milk, sour cream, cheddar cheese soup, cheez whiz, eggs, melted butter, white pepper, ground mustard, and salt. You can also do this by hand with a whisk.
- Combine – Layer one half of the cooked macaroni in the bottom of the baking dish. Sprinkle with 1 1/4 cups each of the shredded cheddar cheese. Top with remaining macaroni.
- Add the Sauce – Pour the sauce over the macaroni and top with cheese and pats of butter.
- Oven – Bake mac and cheese per the cook time in the recipe until golden brown and bubbly. Serve immediately.
Kitchen Equipment You’ll Need to Make Cheez Whiz Mac and Cheese
- One 13×9-inch baking dish or pan.
- Pasta cooker or large pot for boiling the macaroni.
- Cheese grater to shred the cheese.
- Measuring cups and spoons.
- A stand blender or a food processor to make the sauce.

Recipe Variations and Substitutions
- Cheez Whiz -The sauce for this mac and cheese is designed to be easy, hence the use of cheez whiz and cheddar cheese soup. It’s one of MANY ways to make it, and you’ll love the ease of preparation on a busy day. You could also use a jar of Velveeta cheese.
- Pasta -You could make this recipe using jumbo macaroni, corkscrew pasta, twisted macaroni, medium shells or any short variety of pasta.
- Cheese – While I’m partial to the cheese blend used in this recipe, you could adapt the flavor of shredded cheese, using extra sharp cheddar cheese, mozzarella, gouda, fontina, swiss, colby jack cheese, monterey jack or even Gruyere cheese, if you’re feeling fancy.
- Cubed Cheese – You may opt to cube (instead of shredding) one 8 ounce block of medium cheddar cheese. Stir it into the sauce for pockets of melty cheese.
- Pre-Shredded Cheese Timesaver – You can use a pre-shredded blend of cheddar cheese from the dairy section of the grocery store. Typically it’s a combination of mild, medium and sharp cheddar cheese. Any combination of cheese will work in the same amount. The cheese you have available use that flavor, and keep it simple.
- Seasonings – You could sprinkle the top with a light dusting of smoked paprika for a hint of color or add a dash of cayenne to the sauce.
- Use a Large Bowl – Rather than layering the ingredients, you can pour the macaroni with the sauce into a large bowl to mix it together. Pour half into the dish, sprinkle with cheese and finish with the remaining macaroni mixture. Add the top layer of cheese and butter per the recipe.
- Bread Crumb Topping – While I typically don’t add a crumb topping to this particular variation of macaroni and cheese, you could, if you wanted to. To do so, toss 1/2-1 cup of panko breadcrumbs with 1-2 Tbsp melted butter and sprinkle on top before baking. You may also like to use fresh breadcrumbs or even crushed cracker crumbs, if that’s what you have on hand.
- Spice – You could add a few dashes of hot sauce or pickled diced jalapeños for a spicy kick.

Storage and Leftovers
- Make-Ahead Tip: If you’re planning ahead, assemble this cheez whiz mac and cheese dish the night before and pop it into the refrigerator. When doing so, remove it from the fridge and allow it to warm for 15-20 minutes on the counter before baking. Top it off with more cheese and a few dots of butter and bake it until it’s golden brown and bubbly.
- Leftovers: You can store leftover Southern mac and cheese in an airtight container chilled in the refrigerator for up to 3-4 days.
- Reheating: Reheat in single servings in the microwave or in a preheated 350°F oven with a piece of aluminum foil on top just until heated through, around 20 minutes or so.
- Freezing: You can freeze leftovers for up to 2 months. Thaw in the fridge overnight then reheat just before serving.
More Easy Macaroni and Cheese Recipes to Make
Most macaroni and cheese recipes can be served as an entree or a side dish depending on the occasion. You can also use a variety of cheese or a blend of cheese’s that you particularly enjoy to amp up the flavor. A few examples of other macaroni and cheese recipes to try;
- Twisted Macaroni and Cheese uses twisted pasta for a fun take on this classic.
- Creamy Macaroni and Cheese Pie can be served as an entree or a side dish.
- If you like wings you’ll love this Buffalo Mac and Cheese.
- The kids will love these Bacon Macaroni and Cheese Muffins.
- Crab Macaroni and Cheese will turn any occasion onto something special.
- Easy Air Fryer Macaroni and Cheese.
- Skip the oven and make this Stovetop Macaroni and Cheese instead.
- Broccoli Mac and Cheese will have the kids eating their veggies and loving it!
- Mac and Cheese Skewers from Food Network.

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Helpful Kitchen Items:
Southern Style Macaroni And Cheese
Ingredients
- 2 cup dry elbow macaroni
- 2 cups shredded sharp cheddar cheese
- 2 cups shredded medium cheddar cheese Or one 8 oz block, cubed
- 2 cups whole milk
- 1 10 3/4 oz can cheddar cheese soup
- 3/4 cup Cheez Whiz or Velveeta cheese (easy melt from a jar)
- 1/2 cup sour cream
- 4 Tbsp melted butter (plus additional 2 Tbsp softened butter for the top)
- 2 large eggs
- 1 tsp ground mustard
- 1/2 tsp salt
- 1/2 tsp white pepper
Instructions
- Preheat the oven to 350°F and spray a 13×9-inch baking dish with cooking spray.
- In a medium size pot, cook the elbow macaroni in salted boiling water until al dente. Drain well.
- In a blender or in a food processor, blend together the milk, sour cream, cheddar cheese soup, cheez whiz, eggs, melted butter, white pepper, ground mustard, and salt. (You can also do this with a hand mixer.)
- Layer one half of the cooked macaroni in the bottom of the prepared baking dish. Sprinkle with 1 1/4 cups each of the shredded cheddar cheese.
- Spread the last of the cooked elbow macaroni over the cheese layer.
- Pour the cheese sauce evenly over the macaroni. Sprinkle the remaining 1 1/2 cups shredded cheddar cheese on top. Dot the top with butter.
- Bake for 40-45 minutes or until golden brown and bubbly. Serve immediately.
Notes
- Cheez Whiz -The sauce for this mac and cheese is designed to be easy, hence the use of cheez whiz and cheddar cheese soup. It’s one of MANY ways to make it, and you’ll love the ease of preparation on a busy day. You could also use a jar of Velveeta cheese.
- Pasta -You could make this recipe using jumbo macaroni, corkscrew pasta, twisted macaroni, medium shells or any short variety of pasta.
- Cheese – While I’m partial to the cheese blend used in this recipe, you could adapt the flavor of shredded cheese, using extra sharp cheddar cheese, mozzarella, gouda, fontina, swiss, colby jack cheese, monterey jack or even Gruyere cheese, if you’re feeling fancy.
- Cubed Cheese – You may opt to cube (instead of shredding) one 8 ounce block of medium cheddar cheese. Stir it into the sauce for pockets of melty cheese.
- Pre-Shredded Cheese Timesaver – You can use a pre-shredded blend of cheddar cheese from the dairy section of the grocery store. Typically it’s a combination of mild, medium and sharp cheddar cheese. Any combination of cheese will work in the same amount. The cheese you have available use that flavor, and keep it simple.
- Seasonings – You could sprinkle the top with a light dusting of smoked paprika for a hint of color or add a dash of cayenne to the sauce.
- Use a Large Bowl – Rather than layering the ingredients, you can pour the macaroni with the sauce into a large bowl to mix it together. Pour half into the dish, sprinkle with cheese and finish with the remaining macaroni mixture. Add the top layer of cheese and butter per the recipe.
- Bread Crumb Topping – While I typically don’t add a crumb topping to this particular variation of macaroni and cheese, you could, if you wanted to. To do so, toss 1/2-1 cup of panko breadcrumbs with 1-2 Tbsp melted butter and sprinkle on top before baking. You may also like to use fresh breadcrumbs or even crushed cracker crumbs, if that’s what you have on hand.
- Spice – You could add a few dashes of hot sauce or pickled diced jalapeños for a spicy kick.








Thank you Melissa…I’ve made this sooooo many times…I’ll never make a homemade size again…I also doubled this recipe with my own variations it came out perfect…my family and friends love it…again…thank you thank you thank you!!!
Wonderful, glad you love this one. Thanks for visiting!
I doubled the recipe today and I just remember that I probably need to cook it longer. Any idea long it will take take to cook for a doubled recipe?
You may need to add time in 10 minute increments, then check for doneness.
Hi Melissa!
Do you think this recipe could be made in the crockpot? I’ve made your “slow cooker mac n cheese” several times, and love it, but was thinking of trying it using these ingredients.
Hi Kellie, no problem. That said, you will need to UNDER cook the macaroni much like the process for the slow cooker mac and cheese. But the sauce will work, sure.
Can i make it in a aluminum pan ??
Sure.
I tried this recipe today and it was fantastic! Everyone loved it!!!!!
I’m delighted you liked it, thank you for taking the time to let me know.
I made this today and it was fantastic! I love this recipe.
As I come from England . And can not get canned cheese soup or cheese whiz !! I used a cheese sauce mix . Taste just as nice . We all love Mac.cheese . Made this was was yum ….
Hi Susan, thanks so much for letting me know that sounds like a terrific alternative.
Is this something that you can make ahead and then bake the next day?
I’ve made this in advance on the same day that I plan to make it but, not the day before. I’m guessing {And, in light of that it’s only a guess} that it would likely be OK if you’re a seasoned cook and can adjust the baking time to accommodate. Be careful not to overcook the macaroni when preparing it to assemble, too.
Alright! Well I just assembled it and put it into the oven. My family is obsessed with this recipe so I thought I would make it for my company potluck lunch tomorrow. Since I am baking it now, once it has cooled I will put it in the refrigerator for tomorrow. Any suggestions on how to reheat it tomorrow? I’m not sure if you have had to ever do that lol.. we never have leftovers in my house!!!!
Wow, you’re quick! I almost never have to reheat this as it’s usually gone on the first round. I’m delighted your family is enjoying this easy dish.
we don’t have cheese soup in NZ what could I use instead of this as I would love to make this it looks so yummy
Hi Lisa, this particular recipe would require that ingredient. I’m not sure if you have cheez whiz or similar you may be able to use that instead. Otherwise, I have other macaroni and cheese recipes in the archives, please feel free to browse for another version. Thanks for visiting!
This recipe is the reason I am looking forward to Thanksgiving this year..lol. It sounds so delicious and like something my family would enjoy. We are serious about our macaroni & cheese and I have a pretty good recipe I’ve used for years, but I wanted to try something different. After reading many, many recipes for macaroni and cheese. I kept coming back to this one. (See what I mean-serious) Looking forward to trying it and about to browse your recipes for my ideas!
Hi Trina, like you I have many recipes for macaroni and cheese but this one is so simple and delicious I probably make it more than any. Sure hope you all love it too. Happy Thanksgiving!
I love Mac and cheese, and o love your recipes, but there’s too much sodium in this recipe for me, is there any other way to make this without all that salt. Any suggestions please let me know.
Hi Linda, as you know salt much like spice, is subjective. Sure, you can make a “from scratch” sauce using a bechamel and pass on the Velveeta and cheddar cheese soup if you like. Feel free to browse I have several versions of macaroni and cheese recipes in my archives.
Merry Christmas! I’m back. Making this for Christmas dinner today! Sooo delicious.
So happy to hear it, thanks for stopping by to let me know!
This was great!!!!! Doubled the recipe for thanksgiving and it was GONE!! Thanks for posting
Hi Nicki-Dee, if you’ve never made mac & cheese before this is a great place to start. It’s super simple to put together, and filled with cheesy goodness! I like buttered crumbs on top, that’s a great addition to this dish. Thanks so much for your visit, Melissa
I add bacon pieces to the crumbs on the top…oh my goodness! Thanks for this quicky version of Mac n Cheese!
Mmmmm! I have never made mac and cheese before I am definitely going to try this 🙂 I will probably add some bread crumbs on top also and I also like to buy a can of diced tomatoes so I can add some to my Mac and cheese instead of ketchup its sooooo good 🙂 Thank you so much for sharing this 🙂
I have to say you have an interesting recipe here. I am from South Carolina and so I know all about southern food and how to make them and even though this isn’t exactly how I would make my oven baked Mac & Cheese it still looks yummy!
Alishia share your recipe also please
Sounds delicious!!! I will make it tonight!!!
My family adds ketchup on top!! Lol. Never heard of that until I met my Husband.
Hi Dawn! Ketchup on top, I must say, I’ve never heard of that…but,we do love ketchup at our house. 🙂 I hope you all enjoy my “quick Mac & Cheese.” Thanks so much for stopping by for a visit. ~ Melissa
Hi Alisha, As I stated in the narrative, the variations on Mac & Cheese are endless. I myself have 4 or 5 versions right here on my blog. This version was designed to be quick and easy on those days you don’t have the time to make a bechamel cheese sauce from scratch. [which is the type I most often make ☺] Thanks so much for stopping by, and come back to visit anytime! 🙂 Blessings, Melissa
Where do the two large eggs go in?
Never mind miss lady. I’m sorry I read to fast. Thank you for the recipe. I’ve been looking for this for awhile. You’re amazing!!
No problem at all, thanks for visiting!