The power went out just before sunset one chilly October evening, right as I had finished organizing the pantry. No TV humming, no phones buzzing, just the warm hush that settles over the house when everything stops. I lit a few candles and opened the back door to let in the scent of firewood from a neighbor’s chimney. My husband wandered in from the garage, asking, half-joking, “So, what’s for dinner in the dark?”
I smiled and said, “Southern baked mac and cheese. That’s the plan.”
We boiled the pasta over our little camping burner on the porch. I stirred the roux by flashlight in our cast iron skillet, the same one my mother used when I was a girl. The cheese melted slow and thick in the sauce, and he helped layer it all in the dish before we slid it into the oven, which thankfully runs on gas. It baked while we played cards by candlelight, the smell wrapping around the room like an old quilt.
When we finally scooped into it, golden and bubbly, he raised an eyebrow and nodded mid-bite. “Better than anything we’d order in.” He was right. That night reminded us how little we needed to feel full—just the two of us, a quiet house, and a warm plate of something made by hand.
Short Description
A decadent Southern-style mac and cheese baked under a golden, garlicky crust with a creamy, cheesy sauce made from five cheeses and infused with garlic and spices.
Key Ingredients
- 1 lb pasta (elbow or rotini)
- 7 tbsp room-temperature butter, divided
- 4 garlic cloves, minced
- 3 tbsp all-purpose flour
- ½ cup reserved pasta water
- ½ cup heavy cream
- 3.5 cups half-and-half
- 12 oz shredded medium cheddar
- 8 oz shredded Colby Jack
- 8 oz shredded mozzarella
- 4 oz shredded sharp cheddar
- 4 oz shredded white cheddar
- ¼ cup whipped cream cheese
- ½ tsp onion powder
- ½ tsp paprika
- ½ tsp mustard powder
- Salt and black pepper, to taste
Tools Needed
- Large pot for boiling pasta
- 9×13-inch casserole dish
- Large skillet or saucepan
- Whisk and wooden spoon
- Cheese grater
- Measuring cups and spoons
Cooking Instructions
Step 1: Prep Cheeses and Ingredients
Shred all cheeses. Set aside 1 cup each of medium cheddar, Colby Jack, and mozzarella for topping. Mince garlic and divide the butter.
Step 2: Cook Pasta
Bring salted water to a boil. Cook pasta until just under al dente. Reserve ½ cup pasta water, drain, then toss pasta in casserole dish with 2 tbsp butter.
Step 3: Make Garlic Roux
In a large skillet over medium-high heat, melt 5 tbsp butter. Add minced garlic and cook for 1 minute until fragrant. Whisk in flour and cook until roux turns light golden, about 1 minute.
Step 4: Build the Sauce
Slowly whisk in reserved pasta water, heavy cream, and half-and-half. Stir for about 4 minutes until thickened. Lower heat and add shredded cheeses by the handful, whisking until smooth. Stir in cream cheese, onion powder, paprika, mustard powder, and season with salt and pepper.
Step 5: Combine Pasta and Sauce
Pour cheese sauce over butter-coated pasta. Mix thoroughly so every noodle is coated.
Step 6: Add Crust Topping
Sprinkle reserved cheese evenly over the top of the mac and cheese.
Step 7: Bake
Bake at 425 °F for 10 minutes, until the cheese melts and bubbles.
Step 8: Broil for Crust
Switch oven to broil and cook 3–5 minutes until topping is golden and crispy. Watch closely to avoid burning.
Step 9: Rest and Serve
Let the dish rest for 3–5 minutes before serving. The cheese will set slightly while staying ooey-gooey.
Why You’ll Love This Recipe
Cheese Lover’s Dream: Five different cheeses create depth and creaminess.
Garlic-Kissed Flavor: The roux and garlic add savory richness.
Golden Crust: A crisp top adds texture against the creamy base.
Comforting Yet Flexible: Hearty enough for a meal, easy to pair with veggies.
Make-Ahead Friendly: Prep ahead, then bake fresh before serving.
Mistakes to Avoid & Solutions
Pasta overcooking makes it mushy
Tip: Cook just under al dente and drain promptly
Lumpy sauce if roux is too hot
Tip: Whisk vigorously while slowly adding cream
Dry casserole if cheese sauce is too thick
Tip: Stir in extra pasta water until smooth
Burned topping under broiler
Tip: Watch closely while broiling
Under-seasoning cheese sauce
Tip: Taste and adjust salt and pepper before baking
Serving and Pairing Suggestions
Serve warm as a side with roasted chicken or glazed ham
Pair with steamed broccoli or a crisp green salad
Family-style on the dinner table for cozy gatherings
Great for potlucks, brunches, or comforting weeknight meals
Storage and Reheating Tips
Cover and refrigerate leftovers for up to 4 days
Reheat in a 350 °F oven for 10–15 minutes until bubbly
Microwave portions on medium power for 1–2 minutes
Add a splash of milk when reheating to restore creaminess
FAQs
1. Can I use reduced-fat cheeses
Yes, but flavor may be milder and sauce less creamy.
2. Is whole milk okay instead of half-and-half
Yes, you may need longer to thicken the sauce.
3. Can I use gluten-free flour
Absolutely, substitute an equal amount for regular flour.
4. Can I assemble ahead and bake later
Yes, prepare up to Step 6, refrigerate, then bake fresh.
5. How can I make it spicier
Add a pinch of cayenne or chopped jalapeños to the cheese sauce
Tips & Tricks
Shred cheese fresh for smoother melting
Use a whisk when building sauce for silky texture
Resting allows flavors to meld and makes scooping easier
Add breadcrumbs on top if you prefer a crunchier texture
Reserve pasta water—it helps keep sauce from turning too thick
Recipe Variations
Bacon & Jalapeño: Stir in crispy bacon and jalapeño slices before baking
Veggie Boost: Mix in steamed broccoli and sautéed spinach for color and nutrition
Truffle Twist: Drizzle truffle oil over the finished dish and top with Parmesan
Mexican Style: Swap cheeses for pepper jack, add taco seasoning to sauce, top with cilantro
Final Thoughts
That evening without power turned out to be one of the most peaceful nights we’d had in months. With no distractions, we sat down and truly tasted each bite. The mac and cheese was rich and velvety with that perfect crust on top, but more than that, it became a moment to slow down and be present.
Now and then, I secretly wish for another blackout, just to make it again in that same cozy stillness, knowing the comfort doesn’t just come from what’s in the dish, but the calm that surrounds it.

Ingredients
- 1 lb pasta (elbow or rotini)
- 7 tbsp room-temperature butter, divided
- 4 garlic cloves, minced
- 3 tbsp all-purpose flour
- ½ cup reserved pasta water
- ½ cup heavy cream
- 3.5 cups half-and-half
- 12 oz shredded medium cheddar
- 8 oz shredded Colby Jack
- 8 oz shredded mozzarella
- 4 oz shredded sharp cheddar
- 4 oz shredded white cheddar
- ¼ cup whipped cream cheese
- ½ tsp onion powder
- ½ tsp paprika
- ½ tsp mustard powder
- Salt and black pepper, to taste
Instructions
Step 1: Prep Cheeses and Ingredients
Shred all cheeses, setting aside 1 cup each of medium cheddar, Colby Jack, and mozzarella for topping. Mince garlic and divide butter.
Step 2: Cook Pasta
Boil salted water. Cook pasta just shy of al dente. Reserve ½ cup pasta water, drain, and toss noodles in a casserole dish with 2 tbsp butter.
Step 3: Make Garlic Roux
Melt 5 tbsp butter in a skillet over medium-high. Sauté garlic for 1 minute, then whisk in flour and cook until golden.
Step 4: Build the Sauce
Gradually whisk in pasta water, heavy cream, and half-and-half. Cook 4 minutes until thick. Lower heat and stir in cheeses, cream cheese, spices, salt, and pepper until smooth.
Step 5: Combine Pasta and Sauce
Pour cheese sauce over pasta and mix until well coated.
Step 6: Add Crust Topping
Top evenly with reserved cheeses.
Step 7: Bake
Bake at 425°F for 10 minutes until bubbly.
Step 8: Broil for Crust
Broil 3–5 minutes until golden brown. Watch closely.
Step 9: Rest and Serve
Let sit 3–5 minutes before serving to set while staying creamy.