Name: Paula Deen’s Creamy Custard-Style Mac and Cheese Recipe
Prep time: 20 min
Cook time: 35 min
Total time: 55 min
Ingredients: 2 cups elbow macaroni; 4 cups shredded sharp cheddar cheese, divided; 1 cup sour cream; 1 cup half-and-half; 3 large eggs; 2 tbsp unsalted butter; ½ tsp dry mustard; ½ tsp salt; ¼ tsp black pepper; ½ cup crushed buttery crackers; 2 tbsp melted butter

This is the baked mac and cheese that put Paula Deen’s version on every Southern potluck table. A custard of eggs, half-and-half, and sour cream sets around tender elbow macaroni, carrying sharp cheddar through every bite.

It’s rich, it’s comforting, and it feeds a crowd with very little fuss. The buttery cracker topping seals the whole thing with a golden crunch.

What Makes This Mac and Cheese So Good

Instead of a roux, this recipe leans on a simple egg custard. That means no standing at the stove stirring a sauce, and the finished casserole has a silky, sliceable texture you won’t get from a stovetop version.

Sharp cheddar gives it the familiar tang, and a blanket of crushed buttery crackers on top adds a salty, crisp contrast. It’s the kind of mac and cheese where every spoonful has a little molten cheese pull and a little crunch.

Ingredients

2 cups elbow macaroni: the classic shape holds the custard well, but shells work too
4 cups shredded sharp cheddar cheese, divided: shred your own block cheese for the smoothest melt
1 cup sour cream: full-fat sour cream adds tang and keeps the custard tender
1 cup half-and-half: whole milk plus a splash of heavy cream works in a pinch
3 large eggs: these set the custard, so use room-temperature eggs if you can
2 tbsp unsalted butter: for tossing with the hot pasta
½ tsp dry mustard: it brightens the cheese without shouting mustard flavor
½ tsp salt
¼ tsp black pepper
½ cup crushed buttery crackers (about 12 crackers): Ritz-style crackers are ideal
2 tbsp melted butter: to mix with the cracker topping

Variations / Substitutions

Swap the cheese: a mix of half sharp cheddar and half Monterey Jack or smoked Gouda changes the character without losing the melt
Add heat: stir in ¼ tsp cayenne or a few dashes of hot sauce to the custard for a gentle back-of-throat warmth
Make it gluten-free: use gluten-free elbow pasta and gluten-free buttery crackers, or swap the topping for crushed turkey rinds
Toss in some bacon: crumble 4 strips of cooked bacon into the pasta mixture before baking

Moist Zucchini Meatloaf makes an easy main to round out the meal with this mac and cheese.

How to Make Paula Deen’s Creamy Custard-Style Mac and Cheese

Step 1: Cook the Macaroni

Preheat your oven to 350°F (175°C) and butter a 9×13-inch baking dish. Bring a large pot of salted water to a boil, add the 2 cups elbow macaroni, and cook until al dente, about 1 minute less than the package directs. Drain the pasta well, return it to the warm pot, and toss it with the 2 tbsp unsalted butter until coated.

The macaroni should still have a bit of firmness because it will continue cooking in the custard. Let it cool slightly while you work on the next step so it does not scramble the eggs when you combine everything.

Step 2: Whisk the Custard

In a large mixing bowl, crack the 3 large eggs and whisk them until the yolks and whites are fully blended. Pour in the 1 cup half-and-half, 1 cup sour cream, ½ tsp dry mustard, ½ tsp salt, and ¼ tsp black pepper. Whisk again until the mixture is smooth and pale yellow, with no streaks of sour cream remaining.

The custard will look thin at this stage, which is exactly what you want. It thickens and sets around the pasta during baking.

Step 3: Combine the Pasta and Cheese

Add the warm macaroni to the custard bowl, then fold in 3 cups of the shredded sharp cheddar cheese. Stir everything together gently with a rubber spatula, making sure the pasta is evenly coated and the cheese starts to melt just a little from the residual heat.

The mixture will be loose and soupy now. That’s a sign the custard will bake up creamy rather than dry, so don’t be tempted to add more pasta or cheese.

Step 4: Assemble the Casserole

Pour the macaroni mixture into the prepared baking dish and spread it into an even layer. Scatter the remaining 1 cup shredded cheddar over the top. In a small bowl, mix the ½ cup crushed buttery crackers with the 2 tbsp melted butter until the crumbs look damp, then sprinkle the buttery crumb mixture evenly over the cheese layer.

The cracker topping will toast into a golden, crispy crust that seals in moisture. Press the crumbs lightly with your fingertips so they stick to the cheese but still breathe in the oven.

Step 5: Bake and Serve the Mac and Cheese

Slide the dish onto the middle rack of the preheated oven and bake for 30 to 35 minutes. Watch for the edges to bubble and the cracker topping to turn deep golden brown. The center may still have a slight jiggle, but it will firm up as it rests.

Let the casserole sit on the counter for 5 to 10 minutes before you cut into it. This rest gives the custard time to set so each scoop holds together, with a creamy center and a crunchy top. Spoon onto plates while it’s still hot.

Tips for the Creamiest Baked Mac and Cheese

Shred cheese from a block. Pre-shredded bags contain starches that stop the cheese from melting into a smooth custard and can leave a gritty texture.
If your eggs or sour cream are right out of the fridge, let them sit on the counter for 15 minutes so the custard blends easily. Cold ingredients can cause the butter in the pasta to seize.
Assemble the casserole up to a day ahead, cover it tightly, and refrigerate. Add 10 to 15 extra minutes to the bake time straight from the fridge, and watch the topping so it does not get too dark.
For the crispest cracker topping, wait to mix the crumbs and butter until just before you bake. You can crush the crackers ahead of time and store them in a sealed bag.

Bake times can shift a few minutes depending on the pan material.

Pan type	Bake time
Glass or ceramic dish	35 to 40 minutes
Metal baking pan	30 to 35 minutes

Keeping Leftovers Fresh

Refrigerate: Store any cooled mac and cheese in an airtight container for up to 4 days. The custard holds its texture well and won’t separate like a roux-based sauce.
Reheating: Warm portions in a 300°F oven with a splash of milk to bring back the creaminess, or microwave individual servings covered so they steam gently.

What to Serve with Creamy Mac and Cheese

This mac and cheese is filling enough to be the main event, but a few simple sides can round out the meal. A crisp green salad with a sharp vinaigrette cuts through the richness and keeps things from feeling heavy. Roast chicken or sliced ham steak adds lean protein without competing flavors. Steamed green beans or roasted broccoli bring a little bitterness and crunch that balance the smooth, creamy pasta.

Frequently Asked Questions

Can I use a different cheese?

Yes. Half sharp cheddar and half low-moisture mozzarella gives you extra stretch, while a small amount of smoked Gouda adds depth. Keep at least half the cheese as a good melting variety so the custard stays creamy.

Can I make this without eggs?

This recipe depends on eggs to set the custard, so it won’t have the same texture without them. If you need an egg-free baked mac and cheese, look for a version that uses a flour-based cheese sauce instead.

Can I assemble it the night before?

Absolutely. Prepare the casserole up to the end of Step 4, cover it well, and refrigerate. The next day, bake it straight from the fridge, adding about 10 minutes. The cracker topping may darken a little faster, so check it at the 30-minute mark.

Why did my mac and cheese turn out grainy?

Graininess usually comes from pre-shredded cheese or baking at too high a temperature. Stick with cheese you shred yourself and bake at 350°F so the custard sets gently without breaking.