Kat’s Southern-Style Macaroni & Cheese


1 One-pound Box of Macaroni Elbows
1 Stick of Butter
2 Tablespoons of Flour
6 Cups of Whole Milk
8 Cups of Shredded Sharp Cheddar Cheese
6 Large Eggs
Garlic Powder, Onion Powder, and Smoked Paprika to Taste
Salt & Pepper to Taste


Drain elbows and toss with one tablespoon of butter.

Preheat your oven to 375°. Cook the elbows according to the package’s instructions. Once drained, place the elbows in a large mixing bowl and toss with one tablespoon of the butter and season with salt, pepper, garlic powder, onion powder, and smoked paprika, then set aside.

To cook the bechamel, the base of the cheese sauce, melt two tablespoons of butter in a medium sauce pan, non-stick if you have one. Add the flour to the butter and cook for 2 to 3 minutes; add salt and pepper. Add two cups of the whole milk and whisk the mixture until thickened; it should thoroughly coat the back of a spoon. Remove from heat and stir in two cups of the sharp cheddar until the sauce is smooth. Add the cheese sauce to the elbows and mix well, ensuring all the elbows are covered in the cheese sauce. Add four more cups of shredded cheddar cheese to this mixture.

Using one tablespoon of butter, grease a baking dish well. Add the mixture of cheese-covered elbows to the buttered baking dish. In a separate mixing bowl, combine the four remaining cups of whole milk and six large eggs. Season with salt and pepper. Pour the egg and milk mixture over the dish of elbows; the mixture should come to the top of the noodles to prevent crunchy elbows in your casserole. Use your fingers to open up pockets in the elbows so that the custard mixture is thoroughly incorporated into them. Top with the remaining two cups of cheddar cheese. Cut the remaining four tablespoons of butter into small pieces and stuff them throughout the casserole.

Try not to eat yourself into a food coma with Kat’s Southern-Style Macaroni & Cheese!

Bake the casserole for 30 to 40 minutes until golden-brown and bubbly around the edges. Allow at least 10 minutes for it to cool and set before serving. It will definitely be the longest 10 minutes of your life. Enjoy!