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Southern Baked Macaroni and Cheese

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Made this today and my 7 year old and twin 10 month olds loved it! My older son stirred peas into it and gobbled it down & wanted seconds. I was scared to make this as I haven’t historically had good luck with “roux,” but this seemed so easy! To up the creamy factor, I used half skim milk and half half-n-half (would’ve used fat free evap. milk, but didn’t have any). Turned out very smooth and creamy, though I have to admit I thought the flavor was a little bland. Next time I will throw in some extra cheese. I kept the burner on medium-low the whole time so as not to burn the butter or milk.
16 ounces elbow macaroni (about 3 cups)
3 tablespoons butter or margarine
1 ½ cups milk, divided
2 large eggs, lightly beaten

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  • 16 oz. box elbow macaroni
  • 4 cups sharp cheddar cheese, shredded (reserve 1 cup for the top)
  • 2 cups milk
  • 4 eggs, beaten
  • ½ stick of butter
  • 4 oz. cream cheese
  • salt and pepper to taste


  1. Prepare macaroni according to instructions on box.
  2. Drain and return to pot.
  3. Add 3 cups of cheese, milk, eggs, butter and cream cheese.
  4. Add salt and pepper to taste.
  5. Pour into a greased 9 x 13 casserole dish.
  6. Top with the remaining 1 cup of cheese.
  7. Bake at 400 for 30 minutes.

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