Soul Food Mac and Cheese
Creamy, rich baked mac and cheese with sharp cheddar and a buttery breadcrumb topping. A Southern comfort-food classic that's deeply satisfying and feeds a crowd.
- Total time
- 35 min
- Servings
- 6
- Calories
- 612
- Protein
- 24g

Ingredients
- 1 lb elbow pasta
- 6 tablespoons butter, divided
- 4 tablespoons all-purpose flour
- 3 cups whole milk
- 3 cups sharp cheddar cheese, shredded
- ¾ teaspoon salt
- ¼ teaspoon black pepper
- ½ cup panko breadcrumbs
Instructions
- 1
Set the oven to 350°F and wait until the indicator light or beep tells you it has finished heating, about 10 minutes.
- 2
Fill a large pot three-quarters full with water, add a pinch of salt, and bring to a rolling boil over high heat until large bubbles break the surface continuously, about 8 minutes.
- 3
Pour the elbow pasta into the boiling water and stir once with a wooden spoon to separate the pieces. Cook for 2 minutes less than the package instructions say, until the pasta is just barely soft enough to bite through with resistance.
- 4
Drain the pasta in a colander and set it aside in a large bowl; do not rinse it, as the starch will help the sauce cling.
- 5
Place a medium saucepan over medium heat and add 4 tablespoons of butter, tilting the pan to coat the bottom and sides evenly.
- 6
When the butter is fully melted and foaming subsides, about 1 minute, sprinkle the flour over the butter and stir continuously with a wooden spoon for 1 minute until the mixture looks like wet sand.
- 7
Pour the milk in slowly while whisking constantly with a wire whisk to break up any lumps, then continue whisking until no flour streaks remain, about 2 minutes.
- 8
Keep whisking over medium heat until the sauce thickens enough that you can see the bottom of the pan briefly when you drag the whisk through it, about 3 minutes.
- 9
Remove the pan from heat and stir in the shredded cheddar cheese in three batches, stirring after each addition until the cheese is fully melted and the sauce looks smooth and glossy.
- 10
Add 0.75 teaspoon of salt and 0.25 teaspoon of black pepper, then taste a spoonful and add more salt or pepper if needed.
- 11
Pour the cheese sauce over the cooked pasta in the bowl and stir with a wooden spoon until every piece of pasta is coated with the cream-colored sauce.
- 12
Transfer the pasta mixture to a 9-by-13-inch baking dish and spread it in an even layer using the back of a spoon.
- 13
In a small bowl, combine the panko breadcrumbs with the remaining 2 tablespoons of melted butter, stirring until all the breadcrumbs are wet and look like damp sand.
- 14
Sprinkle the buttered breadcrumb mixture evenly across the top of the mac and cheese, covering as much of the surface as possible.
- 15
Place the baking dish in the preheated oven and bake for 20 minutes until the breadcrumb topping turns golden brown, like the color of toasted bread.
- 16
Remove the baking dish from the oven and let it rest on the countertop for 5 minutes so the cheese can set slightly and the bubbling subsides.
Tools you’ll need
- large pot
- colander
- large mixing bowl
- medium saucepan
- wooden spoon
- wire whisk
- small bowl
- 9-by-13-inch baking dish
- oven
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