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Southern-Style Macaroni and Cheese | Can't Stay Out of the Kitchen | I love this fantastic #macaroni & #cheese dish. It uses 3 cheeses & gets its zip from #cajun seasoning. This kid-friendly #casserole is perfect for potlucks or #MeatlessMondays. #macaroniandcheese

Southern-Style Macaroni and Cheese

Teresa Ambra
This American classic Macaroni and Cheese is fantastic. It's made with 3 cheeses, real butter & cream, eggs & Penzey's Cajun seasoning. This spectacular recipe makes two 9x13" casseroles. It's kid-friendly & perfect for potlucks, company, Meatless Mondays or Lent.
5 from 1 vote
Prep Time 20 minutes
Cook Time 1 hour
Total Time 1 hour 20 minutes
Course Pasta/Meatless Main Dish
Cuisine Southern
Servings 24
Calories 503 kcal


  • 2 9x13" glass baking dishes
  • 1 large stock pot with lid
  • 1 medium stock pot
  • 1 wooden spoon
  • measuring cups
  • measuring spoons
  • 1 potato masher if necessary to break down Velveeta cubes so they melt
  • 1 small mixing bowl
  • 1 whisk


  • 36 oz. large cut elbow macaroni cooked according to package directions and drained
  • 2 lbs. sharp cheddar cheese shredded, (or one pound cheddar and one pound Monterey Jack)
  • 2 lbs. original Velveeta cheese cubed
  • 2 cups half-and-half or heavy whipping cream (not 2% milk)
  • 4 large eggs beaten
  • 1 tsp. sea salt & pepper to taste
  • 1/2 tsp. Penzey's Cajun seasoning or more to taste
  • 1 cup unsalted butter (not margarine) 2 sticks
  • 1 tbsp. minced fresh parsley for garnish


  • Bring macaroni to a boil and cook according to package directions.
  • While macaroni is cooking place cream and Velveeta cheese cubes in a large saucepan over low heat and melt.
  • You may have to use a potato masher to get the cheese to melt down easily.
  • Remove from heat.
  • In a small bowl, beat eggs with a whisk.
  • When Velveeta sauce melts, scoop a ladle full of the cheese sauce and drizzle it into the egg mixture to temper the eggs.
  • Add SLOWLY so eggs don’t curdle.
  • Whisk until all the cheese sauce has been incorporated into the eggs.
  • Pour the egg/cheese mixture back into the Velveeta mixture and stir to combine.
  • Spray a 10x15” glass baking dish with cooking spray (or use two 9x13" glass baking dishes).
  • Place half of the macaroni in the bottom of prepared dish.
  • Sprinkle generously with salt, pepper and Cajun seasoning.
  • Cut one of the sticks of butter into very thin slices and spread over top of macaroni.
  • Sprinkle half of the cheddar/Monterey Jack cheeses over top of the noodles.
  • Pour half of the Velveeta cheese sauce over top of cheeses.
  • Cover cheese sauce with remaining macaroni.
  • Sprinkle with salt, pepper and Cajun seasoning.
  • Spread thinly sliced butter pieces over top of macaroni.
  • Sprinkle the remaining cheddar and Monterey Jack cheeses over top.
  • Ladle the remaining Velveeta mixture over top of all.
  • Cover with foil.
  • Bake at 375° for about 30 minutes.
  • Tent foil.
  • Bake an additional 15 minutes or until hot and bubbly.
  • Garnish with fresh parsley, if desired


Recipe adapted from Deep South Dish.
© Can’t Stay Out of the Kitchen


Calories: 503kcalCarbohydrates: 38gProtein: 24gFat: 28gSaturated Fat: 17gPolyunsaturated Fat: 1gMonounsaturated Fat: 6gTrans Fat: 0.3gCholesterol: 112mgSodium: 954mgPotassium: 301mgFiber: 1gSugar: 5gVitamin A: 1205IUVitamin C: 1mgCalcium: 523mgIron: 1mg
Keyword casserole, cheese, macaroni and cheese, main dish, noodles
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