Name: Southern Old Fashioned Macaroni and Cheese
Prep time: 10 min
Cook time: 20 min
Total time: 30 min
Ingredients: 6 ounces dry elbow macaroni (2 cups); 1 teaspoon vegetable oil; 2 ounces parmesan cheese (1/2 cup grated); 2 ounces gruyere cheese (1/2 cup grated); 6 ounces white cheddar (1 1/2 cups grated); 2 cups heavy cream; 1 teaspoon salt

Creamy, crusty, no-fuss mac and cheese, this is the one I make when I’m craving comfort without pulling out a whisk for béchamel. Inspired by the legendary version at Poole’s Diner in Raleigh, this old fashioned baked macaroni and cheese is rich, golden, and ridiculously easy. Just pasta, cream, and three cheeses. That’s it. No flour, no fuss. If you’ve got 30 minutes and a craving, you’re halfway there.

A casserole dish of mac and cheese on a grey linen napkin.

Stovetop Mac and Cheese Without Bechamel

There’s something about mac and cheese that just stops time for a second. I’ve made more versions than I can count, creamy stovetop, gooey baked, even dressed-up versions like this pimento mac and cheese when I want to be a little extra, but when my family’s all gathered around the table, this is the one I go back to.

This particular version? It’s inspired by the impossibly good mac and cheese at Poole’s Diner in Raleigh, North Carolina. If you’ve been, you know. That golden, broiled cheese crust over a silky base of cream and cheese? I had to recreate it at home. And guess what? It’s shockingly simple. No bechamel. No roux. Just a few ingredients and a craving for comfort.

If you’re anything like me, you probably have a few mac and cheese recipes in your back pocket. Maybe you’ve tried a slow-cooked version to go with fall-apart tender ribs. Or maybe you serve yours alongside something fresh like a strawberry spinach salad to balance out all that cheesy richness. I’ve got a whole collection of mac and cheese recipes for every mood and gathering, but this old fashioned baked macaroni and cheese is the one that feels the most like home.

The Mac That Changed My Holidays

One Christmas, with both my girls home and the kitchen humming, I decided to try and replicate that dish from Poole’s. I had Ashley Christensen’s cookbook in one hand, a pile of white cheddar in the other, and no idea how close I’d get. Turns out? Pretty close. That top layer of cheese? Broiled until bubbly and golden. The base? Creamy, dreamy, and exactly the kind of thing you sneak extra bites of while pretending to “clean up.”

Ashley’s book is one of my favorites. I actually got to meet her at a Garden & Gun event years ago at Poole’s,she was just as warm and lovely as you’d expect. Her directions are detailed without being fussy, which I appreciate. And while her version calls for Jarlsberg (good luck finding that in my local grocery store), I’ve found that gruyere works just fine.

The Three Cheeses I Keep Coming Back To

You can definitely get creative here, but I always reach for white cheddar, gruyere, and a little parmesan. That trio gives you depth, nuttiness, and the right amount of sharpness. Don’t have all three? Use what you’ve got. Seriously, clean out your cheese drawer and see what happens. Just don’t use the bagged shredded stuff. It doesn’t melt the same.

An iron skillet of creamy mac and cheese.

What you’ll need

Ingredients you need to make macaroni and cheese. — Gather the ingredients.

Want to make it? Start with these key ingredients:

Heavy cream – no shortcuts here. Milk just doesn’t cut it.
White sharp cheddar – the star of the show.
Short pasta – cavatappi is fun, but elbow, shells, or even bowties work great.

That’s really it. Check the recipe card for the full ingredient list and step-by-step instructions.

Let’s Make Old Fashioned Macaroni and Cheese

Step 1 – Cook the pasta

Cook the pasta in a large pot of salted water, it should taste like the ocean, drain and put the cooked macaroni on a rimmed baking sheet to cool.

Cooked pasta on a rimmed baking sheet. — Cook and let it cool.

Step 2 – Make the cheese sauce – no roux needed

While the pasta is cooling, in a medium sauce pan heat up cream over medium heat until it starts to thicken, then reduce to low heat and gradually add about 40% of the cheese mixture. It will get thicker once the cheese is added.

A saucepan with pasta and cream before it has thickened. — Add pasta to hot cream.

Pasta with cream and cheese in a saucepan. — Add 40% of the cheese.

Step 3 – Bake

Place it in a casserole dish or iron skillet and cover with remaining cheese.

Mac and cheese before it goes under the broiler. — Sprinkle cheese on top and broil.

Why I Keep Coming Back to This Mac and Cheese

It’s no-fuss. No roux, no flour, no fancy techniques.
It’s rich and creamy with a golden top that’s hard to beat.
You can prep it ahead and broil it when you’re ready to serve.

It’s dinner on its own, but also the best kind of side dish. (Not judging if you go straight in with a fork.)

Baked macaroni and cheese in a round baking dish on a napkin with spoons.

This old fashioned macaroni and cheese is just… comforting. Familiar. The kind of meal you make when the house is full and everyone’s hungry right now. I’ve made it for holidays, weeknights, birthdays, you name it. And every single time, it disappears.

And if you’re like me and you’ve ever tried to pick a favorite mac and cheese and just couldn’t, don’t worry. You’re not alone. But this one’s right up there.

If you loved this recipe, give it a star ⭐️⭐️⭐️⭐️⭐️ rating! Also, snap a picture of your finished dish and share it with me on Instagram using the hashtag #butterandbaggage and tagging me @butterandbaggage.