Soul Food Baked Mac and Cheese
Elbow macaroni simmered right in seasoned milk, folded into a sharp cheddar roux, and baked until the edges turn deep gold and crackling.

Most mac and cheese recipes season the sauce and hope the pasta comes along for the ride. This one seasons the pasta first — cooked right in milk instead of plain water — so every bite is rich, not just the top layer.
From there it’s a straightforward roux, three kinds of melt, and a hot oven.
Ingredients
- 1 lb elbow macaroni
- 3 cups whole milk, plus more for boiling
- 1 cup water
- 6 tbsp unsalted butter, divided
- 3 tbsp all-purpose flour
- 1 cup heavy cream
- 3 cups sharp cheddar, shredded, divided
- 2 cups Colby-Jack, shredded
- 1 tsp garlic powder
- 1 tsp onion powder
- 1 tsp mustard powder
- ½ tsp smoked paprika, plus more for topping
- Salt and black pepper, to taste
Instructions
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1
Simmer the pasta in milkPreheat oven to 350°F and butter a 9x13 dish. Combine the milk, water, and 2 tbsp butter in a large pot and bring to a gentle boil. Cook the macaroni directly in the milk mixture until just shy of al dente, then reserve 1½ cups of the cooking milk before draining.
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2
Build the rouxIn the same pot, melt the remaining butter, whisk in the flour, and cook 1 minute. Gradually whisk in the reserved milk and heavy cream; cook until slightly thickened, about 4 minutes.
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3
Melt in the cheeseRemove from heat and stir in 2 cups cheddar, all the Colby-Jack, garlic powder, onion powder, mustard powder, smoked paprika, salt, and pepper until smooth.
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4
Combine and assembleFold the drained macaroni into the sauce, pour into the dish, and top with the remaining cheddar and a light dusting of paprika.
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5
BakeBake 25–30 minutes until bubbling and the edges have gone deep golden and slightly caramelized.
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6
RestRest 10 minutes before serving so the sauce sets.
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Cooking the macaroni directly in milk instead of water is the difference-maker here — it seasons the pasta itself and gives the sauce a creamy head start before the roux even goes in.
Refrigerate leftovers in an airtight container up to 4 days. Reheat covered in a 325°F oven with a splash of milk to loosen the sauce back up.
Frequently Asked Questions
Nutrition
Per serving. Values are estimates.