Southern 3-Ingredient Baked Mac and Cheese

Prep Time: 10 minutes
Cook Time: 35 minutes
Total Time: 45 minutes
Intensity: Very Easy (Level 1 of 5) – Minimal chopping, no roux-making, no fancy techniques.
Servings: 6-8 (as a side dish)
Dietary Note: Vegetarian

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The Story Behind the Dish

Let me tell you something about Southern cooking: we don’t do complicated when simple tastes better. This Southern 3-Ingredient Baked Mac and Cheese is the quiet star of every family reunion, Sunday dinner, and holiday table from Atlanta to Austin. While fancy recipes call for four types of cheese, a béchamel sauce, and twenty minutes of stirring at the stove, this recipe asks for almost nothing—and delivers everything.

The magic here is texture. Without eggs or a flour-based sauce, the cheese melts into the pasta water residue and milk to create a custard-like, creamy middle with a famously crispy, cheesy top. This is the kind of mac and cheese where you fight over the crunchy corner pieces. It’s humble, it’s honest, and it’s the only mac and cheese recipe you’ll ever need.

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Why You’ll Love This Recipe

• Only 3 main ingredients – Pasta, milk, and cheese. That’s it.

• No boiling pasta separately – One pot, then a baking dish. Less cleanup.

• No roux, no eggs, no evaporated milk – Just real, simple food.

• That crust – A golden, buttery-tasting top without adding butter.

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Ingredients

Note: For Southern authenticity, use whole milk and sharp cheddar. The fat content is crucial here.

• 1 pound (16 oz) elbow macaroni (or cavatappi – the ridges hold cheese better)

• 4 cups (946 ml) whole milk – Do not use skim or 2%. You need the fat.

• 4 cups (16 oz / 450 g) sharp cheddar cheese, freshly grated – Pre-shredded cheese has anti-caking agents that ruin the creaminess.

• 1 teaspoon salt (plus more for the pasta water)

• ½ teaspoon black pepper (optional, but recommended)

• *Secret Southern optional add-in: ¼ teaspoon dry mustard powder – doesn’t count as an ingredient for the “3” rule, but it sharpens the cheese flavor.*

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Instructions

Intensity Level: Very Low

You will: grate cheese (easy), measure, stir, bake. No multitasking required.

Phase 1: Prep & Pasta (Intensity: Low – 5 minutes active)

1. Preheat your oven to 375°F (190°C). Grease a 9×13-inch baking dish with butter or non-stick spray.

2. Fill a large pot with water and bring to a boil. Add 2 tablespoons of salt (the water should taste like the sea). Add the elbow macaroni and cook for exactly 6 minutes – this is 2-3 minutes less than the package directions. You want the pasta very al dente because it will continue cooking in the milk and oven.

3. Drain the pasta in a colander. Do not rinse! Rinsing removes starch, and you need that starch to help thicken the cheese sauce.

Phase 2: The Assembly (Intensity: Low – 5 minutes active)

4. In the same pot (off the heat), return the drained pasta.

5. Add the 4 cups of whole milk and 1 teaspoon of salt (plus pepper and dry mustard if using). Stir gently.

6. Add 3 cups of the grated cheddar cheese to the pot. Reserve 1 cup for the top. Stir to combine. The residual heat from the pasta will begin melting the cheese, but don’t worry if it’s not perfectly smooth yet – that happens in the oven.

7. Pour the entire mixture (pasta, milk, partially melted cheese) into your greased baking dish. It will look very liquidy. That’s correct.

8. Sprinkle the remaining 1 cup of cheddar cheese evenly over the top.

Phase 3: Baking (Intensity: Zero – hands off)

9. Bake uncovered for 30-35 minutes on the middle rack.

   • At 20 minutes: The edges should be bubbling.

   • At 30 minutes: The top will be golden brown, and the center should be just set (it will jiggle slightly but not be soupy).

10. Critical step: Remove from oven and let it rest for 10 minutes (do NOT skip this). The mac and cheese continues to set as it cools. Cutting into it immediately will give you a soupy mess.

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The Last of the Recipe: Pro Tips for Perfection

The “Casserole Set” Test: To know it’s done, insert a knife into the center. If it comes out coated in a creamy layer (not wet liquid), it’s perfect.

The Crust Lover’s Move: For the last 5 minutes of baking, move the dish to the top rack and switch the oven to broil. Watch it like a hawk for 1-2 minutes until the top is dark golden brown and bubbly.

Make it a “3-Ingredient Plus”: Want to be Southern-fancy? Add 1 cup of cooked, crumbled bacon or 1 cup of diced ham. That makes it a main dish.

Leftovers: This mac and cheese solidifies as it cools. To reheat, add a splash of milk and microwave covered, or reheat in a 300°F oven for 15 minutes with a pat of butter on top.

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Nutrition Information

Serving size: ~1 cup (based on 8 servings)

Note: Nutrition is calculated using whole milk and sharp cheddar cheese. Using low-fat dairy will change the texture and nutrition significantly.