1 pound elbow macaroni noodles
24 ounces cheddar cheese, shredded
3 12-oz cans evaporated milk
3 eggs
1 1/2 teaspoons salt
1 teaspoon pepper
1 teaspoon dry mustard powder
Pinch of cayenne pepper
1/2 stick (1/4 cup) butter


Cook noodles in liberally salted water one minute less than the package instructions for al dente preparation. Drain noodles then set aside.

While noodles are cooking, shred cheese, reserving two cups of cheese for the top layer.

Combine evaporated milk, eggs, salt, pepper, mustard powder and cayenne pepper in a large bowl and mix thoroughly (make sure the eggs are well combined into the mixture).

Spray a 3-quart 13x9 baking dish with cooking spray (or rub with butter). Layer noodles and cheese into the dish, topping everything with the reserved two cups of cheese. Pour milk mixture evenly over noodles and cheese. Cut butter into thin pats then place them evenly on top of cheese.

Bake, uncovered for 40-45 minutes at 350 degrees or until cheese is lightly browned and dish is bubbly.

Remove from oven then let rest 30 minutes before serving. Don't skip this step... if you dig into this right out of the oven the inside will be soupy. The dish needs time to "set up".

  • I prefer the jumbo macaroni noodles but I can’t always find them (when I can’t I often use ziti or cavatappi). Use regular macaroni, jumbo macaroni, or whichever noodles you prefer best!
  • We’re undercooking our noodles just a smidge so they will hold up during the baking process.
  • You absolutely MUST shred your own cheese. Pre-shredded cheese is coated with anti-clumping agents like cellulose (which is actually powdered wood pulp) which dries out your finished cooked dishes. It is also harder than cheese you shred yourself so it doesn’t melt as smooth and creamy. And it doesn’t taste as good. Just trust me here… buy a $10 box grater from Wal-Mart and shred your own cheese. It only takes a couple minutes!
  • You can use a combination of cheddar and other soft cheeses if you prefer – just make sure the majority of the cheese is cheddar. I usually don’t use sharp cheddar as it’s firmer and doesn’t melt as smoothly.
  • If you want to add some Velveeta to your cheese go for it. Some people swear by it and others spit on the floor at the mention of it. If you do use Velveeta, reduce the salt to 1 teaspoon.
  • I actually add 1/4 teaspoon of white pepper to mine but I’m sure Nanny never did so I didn’t include it in the recipe above.
  • You can easily reduce this recipe. Just use one egg for each can of milk and adjust everything else accordingly.
  • Get my CROCK POT Southern-Style Macaroni & Cheese recipe HERE


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