Y’all, I’m about to share what I truly believe is the best macaroni and cheese recipe ever. This dish has been a work in progress for me over the years. I started with one of my favorite recipes from a beloved Southern cookbook, and little by little I made some changes—tweaking the temperature, adjusting the timing, and adding a few richer ingredients—until it was exactly how my family likes it.

This recipe is ooey-gooey, buttery, and creamy with just the right golden-baked edges. It’s pure Southern comfort in a casserole dish. If you love mac and cheese that feels homemade (because it is!) but doesn’t require making a fussy cheese sauce, this is it.

This recipe goes perfectly with my Salisbury Steak!

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Family Size or Potluck Ready

This is the recipe I make for just my little family of four. It fills up my 1.5-quart (1.4 L) casserole dish perfectly and serves about six people. If you’re headed to a church potluck, family reunion, or holiday party, just double the recipe. A 2.5-quart CorningWare dish or a 9×13 casserole dish works great for a crowd.

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Ingredients

(This recipe serves 6-8 servings. Double the recipe for a crowd. See note above about dish size.)

• 2 cups large elbow macaroni (about 8 oz dry)
• 1 stick (½ cup) butter — salted or unsalted, your choice
• 1 pound Velveeta cheese, cut into chunks
• ½ cup heavy cream
• Salt, to taste
• Freshly ground black pepper, to taste

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Instructions

1. Preheat & Prep
   Preheat your oven to 325°F. Lightly grease a 1.5-quart casserole dish (I love using my Corningware—it bakes beautifully).
2. Cook the Pasta
   Bring a large pot of well-salted water to a boil. Add your elbow noodles and cook until just al dente. Drain well.
3. Layer the Goodness
   Pour the noodles into your casserole dish. Tuck the butter cubes and Velveeta chunks evenly throughout.
4. Add Cream
   Slowly pour the heavy cream over everything. Cover with aluminum foil.
5. Bake in Stages
   • Bake covered with foil for 15 minutes.
   • Uncover, stir, and bake another 10 minutes.
   • Stir again, taste, and add salt if needed plus black pepper to taste.
6. Turn Up the Heat
   Raise the oven temperature to 370°F. Bake uncovered for about 5 minutes, or until the top noodles start to turn SLIGHTLY golden brown. Watch closely—this part goes fast!
7. Serve Hot
   Creamy, cheesy, golden-baked perfection. Serve immediately and watch it disappear.

This recipe goes perfectly with my Salisbury Steak!

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Why This Is the Best Macaroni and Cheese Recipe

• Simple Ingredients: Just butter, cheese, cream, and pasta. I always have these ingredents on hand.
• Rich and Creamy: Heavy cream makes every bite indulgent.
• Perfect for Any Occasion: Small family dinner or doubled-up for potlucks.
• Southern Comfort Food: Just like grandma would have made, only a little richer.