Preheat oven to 350º. Bring large pot of water to boil and then salt generously. Cook macaroni just shy of package directions, al dente. Drain well and place in 9" by 13" baking dish or pan.
In same pasta pot, whisk together whole milk, evaporated milk, eggs, salt, pepper and sugar until combined. Pour mixture over cooked macaroni in pan.
Add butter, sour cream, Velveeta, Colby-Jack and sharp cheddar cheeses. Stir to combine well and top evenly with shredded mild cheddar.
Bake for 35 to 40 minutes until bubbly and lightly browned on top. Let rest 10 minutes or so before serving. Enjoy!
Nutitrion
Serving Size: 1 serving
Calories: 471 kcal
Carbohydrates: 26 g
Protein: 22 g
Fat: 31 g
Saturated Fat: 19 g
Trans Fat: 1 g
Cholesterol: 124 mg
Sodium: 889 mg
Sugar: 7 g
Unsaturated Fat: 9 g
Reviews
Tori on 2025-06-16 (5 stars): I made this last night. My family said it’s the best mac n cheese that I’ve ever made. I have never found the perfect recipe, until now. Next time I will add a little more milk and velveeta. I went with one of the suggestions and melted the velveeta first. I also added mozzarella instead of the mild cheddar.
Jojo on 2025-06-15 (4 stars): Great Mac n cheese but WAY too much cheese
Jereka on 2025-06-09 (5 stars): Great recipe and a true southern custard style mac and cheese! Once you get the base, you can definitely change up your cheeses for a slight change in taste. I use 4 oz of mild and 4 oz of a black truffle cheddar gruyere. Then of course, the Velveeta as mentioned and the 4 oz of sharp. The cup of mild shredded which goes on top, was a mix between the truffle, mild, and sharp. It was a huge hit at my dinner party!
Just for ease, once my noodles are done, I toss the stick of butter into the pot of drained, hot noodles. Melts like a charm. I then mix in my Velveeta and shredded cheese. Pour that into the casserole dish. I find it easier to just toss the sour cream into the liquid mix since I'm already whisking this mix. Probably would be even easier to just toss this sour cream into the noodles after the butter has melted and give them a nice stir. And I add about a half a scant teaspoon of seasoning salt and a quarter teaspoon of fresh cracked black pepper.
Yes, I was definitely thrown by the amount of grease and butter floating on top. Thanks for addressing that in the additional tips.
Ro on 2025-01-15 (5 stars): I have never been a fanatic about mac and cheese—I've had some decent ones, but it's never been a craving for me. Well, that has all changed! I made this recipe for Thanksgiving and then again for Christmas and it is outstanding! I am planning to make it again this week because I can't stop thinking about it! The only part I'm not crazy about is adding the from-outer-space weirdness that is Velveeta...but I do. Velveeta is gross, but I'm willing to look past it because this recipe works and is a true winner!
Rln on 2024-12-26 (5 stars): This dish is absolutely delicious! I made it for a side dish for Christmas and Thanksgiving and everyone raved over it! Thank you.
Tuesday on 2024-12-25 (5 stars): Love this recipe- huge hit at every holiday I bring a tray to (usually make two trays cuz it gets eaten so quickly) but I would highly recommend to those making it to change two key parts- 1.) melt the butter entirely and mix it in with the milk and egg mixture before pouring it over the noodles- and mostly importantly 2.) use velveeta cheese SAUCE, And mix it in after you pour the milk egg mixture over the still hot noodles, trust me on this. It’s so key. This og recipe with leave you with pockets of velveeta that are too much and pockets where there is no velveeta at all- my way you get an even distribution!
Deborah Phillips on 2024-12-23 (5 stars): Having this for Christmas dinner
