This Southern Baked Mac and Cheese is rich, ultra-creamy, and loaded with layers of perfectly melted cheese. Made with evaporated milk, heavy cream, Velveeta, sharp cheddar, mozzarella, and pepper jack, this version focuses on smooth texture and deep flavor — not heat. The seasoning blend adds savory depth without overpowering the dish, and the final layer of melted cheddar on top bakes up beautifully golden and bubbly.
It’s comforting, satisfying, and perfect for Sunday dinner, holidays, or any time you want a true Southern-style baked mac and cheese. It’s the perfect side dish for classics like Chicken Fried Steak, Southern Smothered Pork Chops, Classic Southern Meatloaf, or served alongside Creamy Southern Mashed Potatoes and Southern Style Buttermilk Biscuits for a full comfort food meal.
If you’re looking for more Southern comfort food and side dish recipes, you can browse all of my recipes here.

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Why You'll Love This Recipe
This baked mac and cheese is incredibly creamy thanks to the combination of evaporated milk, heavy cream, butter, and Velveeta, which creates a smooth and stable cheese base. The blend of sharp cheddar, mozzarella, and pepper jack gives you flavor, melt, and stretch without making the dish spicy. The seasonings enhance the cheese rather than compete with it, creating a balanced, savory flavor in every bite. It’s rich without being heavy and creamy without being runny.
It also pairs beautifully with hearty comfort dishes like Classic Southern Meatloaf, Chicken Fried Steak, or Southern Smothered Pork Chops.
What Makes This Version Different?
Unlike traditional egg-based Southern baked mac and cheese, this version relies on a creamy milk-and-cheese base instead of a custard structure. The evaporated milk and cream provide body, while Velveeta ensures everything melts smoothly and evenly.
The Cajun seasoning in this recipe doesn’t make the dish spicy — it simply enhances the overall flavor profile with a subtle savory depth that complements the cheese beautifully.
The result is a creamy, scoopable baked mac and cheese with a golden top and a smooth, velvety interior.
Ingredients

- Elbow macaroni
- Chicken Bouillon Powder
- Whole Milk
- Evaporated Milk
- Heavy Cream
- Cajun Seasoning
- Cayenne Pepper
- Garlic Powder
- Onion Powder
- Kosher Salt
- Salted Butter
- Velveeta
- Shredded Pepper Jack
- Shredded Sharp Cheddar
- Finely Shredded Mozzarella
- Shredded Mild Cheddar (for topping)
See the recipe card below for full ingredient and quantity information.
Step-by-Step Instructions

Step 1. Prep and Boil the Pasta
Begin by slicing the butter, cubing the Velveeta, and shredding the cheeses.
Bring a pot of water to a boil, stir in the chicken bouillon, then add the macaroni.
Boil the pasta until just before al dente. You don’t want it fully cooked here.
If it’s too soft now, it’ll turn mushy after baking.
Once the pasta is done boiling, strain it and run it under cold water to stop the cooking process. That prevents carryover cooking and keeps the texture exactly where we want it.
Then preheat the oven to 350 degrees Fahrenheit.

Step 2. Make the Mac & Cheese Sauce
Now, in the same pot used to boil the pasta, whisk together the whole milk, evaporated milk, Cajun seasoning, cayenne pepper, garlic powder, onion powder, and kosher salt.
Make sure everything is fully combined before adding the pasta back in.
Next, stir the cooked macaroni into the seasoned milk mixture until evenly coated.

Step 3. Layer the Macaroni and Cheese
Spoon about a quarter of the macaroni into the bottom of a 9-by-13 baking dish.
Then layer in some of the sliced butter, cubed Velveeta, shredded pepper jack, and sharp cheddar.
Repeat those layers until everything is used.
I like for there to be big bites of gooey Velveeta in my mac and cheese.
If you don’t, either cube it smaller than I have, or stir the mac and cheese about halfway through the cook time to evenly distribute it.

Step 4. Top with Cheese and Bake
Lastly, cover the top with shredded mild cheddar and mozzarella.
Bake at 350 degrees for about 40 minutes, or until hot and bubbling around the edges.
Then switch the oven to broil — about 550 degrees or the low broil setting — and watch it closely. You’re looking for bubbling edges and a deep golden crust across the top.
Once it reaches your desired color, remove it from the oven and let it rest for at least 15 minutes before serving.
Expert Tips
✔ Flavor the Pasta Water
Adding chicken bouillon to the boiling water seasons the pasta from the inside out.
✔ Use Freshly Shredded Cheese
Pre-shredded cheese doesn’t melt as smoothly.
✔ Don’t Overbake
Bake just until the center is set and bubbly to keep it creamy.
✔ Let It Rest Before Serving
The cheese thickens slightly as it cools, giving you the perfect consistency.
What to Serve with Southern Baked Mac and Cheese
This creamy Southern Baked Mac and Cheese pairs perfectly with classic comfort food favorites like Chicken Fried Steak, Southern Smothered Pork Chops, or Classic Southern Meatloaf. For the perfect Southern plate, serve it with Fried Okra, Creamy Southern Mashed Potatoes, or warm Southern Style Buttermilk Biscuits. Add a spoonful of Brown Gravy over the main dish and you’ve got a true Southern comfort food meal.
Recipe FAQs
No. While it contains Cajun seasoning and a small amount of cayenne, the overall flavor is savory and balanced rather than spicy.
Velveeta melts smoothly and helps prevent the cheese sauce from separating.
Yes. Assemble, cover, and refrigerate. Bake when ready to serve.
Yes, though the texture may change slightly after reheating.

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📖 Recipe

Southern Baked Mac and Cheese
Ingredients
- 16 Oz Elbow Macaroni
- 2 tablespoon Chicken Bouillon Powder
- ½ Cup Whole Milk
- 2 - 12 Oz Cans Evaporated Milk
- 1 Cup Heavy Cream
- 1 tablespoon Cajun Seasoning
- ½ teaspoon Cayenne Pepper
- 1 tablespoon Garlic Powder
- 1 tablespoon Onion Powder
- 1 teaspoon Kosher Salt
- ½ Cup Butter 1 Stick, sliced
- 8 Oz Velveeta Cubed
- 1 Cup Pepper Jack Cheese Shredded
- 1 Cup Sharp Cheddar Cheese Shredded
- 1 Cup Mozzarella Cheese Finely Shredded
- 1 Cup Mild Cheddar Shredded, for topping
Instructions
- Slice the butter, cube the Velveeta, and shred the cheeses.
- Bring a pot of water to a boil, stir in the chicken bouillon, then add the macaroni.
- Boil the pasta until just before al dente.
- Once the pasta is done boiling, strain it and run it under cold water to stop the cooking process.
- Then preheat the oven to 350 degrees Fahrenheit.
- in the same pot used to boil the pasta, whisk together the whole milk, evaporated milk, Cajun seasoning, cayenne pepper, garlic powder, onion powder, and kosher salt.
- stir the cooked macaroni into the seasoned milk mixture until evenly coated.
- Spoon about a quarter of the macaroni into the bottom of a 9-by-13 baking dish.
- Layer in some of the sliced butter, cubed Velveeta, shredded pepper jack, and sharp cheddar. (See Notes)
- Repeat those layers until everything is used.
- Cover the top with shredded mild cheddar and mozzarella.
- Bake at 350 degrees for about 40 minutes, or until hot and bubbling around the edges.
- switch the oven to broil about 550 degrees or the low broil setting — and watch it closely. You’re looking for bubbling edges and a deep golden crust across the top.
- Once it reaches your desired color, remove it from the oven and let it rest for at least 15 minutes before serving.
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