My browned butter baked mac and cheese elevates the classic soul food side dish with rich toasty flavor and roasted garlic.
This dish is all about flavor, y'all. I took two detours from an otherwise standard baked macaroni & cheese recipe and the result is well worth the little bit of extra effort. Let's get into it. And if you enjoy this recipe, you'll love my Three Cheese Mac & Cheese with Crumbled Bacon!

Jump to:
- Why You'll Love this Recipe
- What You'll Need for this Recipe
- Substitutions & Variations
- How to Make Soul Food Style Mac and Cheese with a Twist
- Baked Macaroni and Cheese How-to Video
- Frequently Asked Questions
- More Favorite Soul Food Recipes
- Easy Holiday Dinner Guide
- Brown Butter Baked Mac & Cheese with Roasted Garlic
Why You'll Love this Recipe
Unique Flavor - I love the normal taste of garlic in my cooking but roasting it mellows it out to something deeper, less biting, and just slightly sweet. Plus, you can avoid the strong garlic-breath factor afterward. And browned butter has a slightly nutty or toasted aroma with richer flavor than plain melted butter. The finished dish has the creaminess of classic mac with a subtle, unforgettable something extra!
Simple Ingredients - This southern style mac & cheese recipe takes pantry staples like elbow pasta, bread crumbs, and garlic, and transforms them into something special--in the same spirit of what James Hemings did when he invented macaroni and cheese as we know it.
My mini mac & cheese bites are another baked fave you'll love! And check out this cheesy brussels sprouts and rice casserole, too.
What You'll Need for this Recipe

Cheddar Cheese - I use sharp cheddar cheese but you can also use medium cheddar, mild cheddar or a blend. Use a block of cheese and shred it yourself because the pre-shredded bagged cheese from the store also contains an anti-caking agent the influences how the cheese melts and tastes.
Elbow Macaroni Pasta - Many folks will say its not macaroni if you don't use elbow pasta! That's what I use for baked soul food mac just like my Grandma used to make but you can use shells or a combination or another type of pasta entirely.
Fresh Garlic - You'll need a whole head of garlic to roast. Don't use pre-peeled cloves, minced garlic or garlic paste because it won't work!
Butter gets caramelized for deeper, richer flavor. I recommend using unsalted butter for browning because the salt in salted butter tends to concentrate in the milk solids that we create during this process.
Check out the recipe card below for full ingredients list, measurements, nutrition facts, and step-by-step instructions!
Substitutions & Variations
Seasonings - I keep it simple with sea salt and white pepper to complement the herb and aromatic flavors in this recipe but you can customize it to your liking with more spices.
Bread Crumbs - In my experience, Panko bread crumbs will give you the best result for good old fashioned mac & cheese with a crispy top but you can get similar texture using other kinds of bread crumbs.
Size - This recipe easily doubles or cuts in half depending on the size of the crowd you want to serve--just adjust the recipe card settings below to get what you need!
How to Make Soul Food Style Mac and Cheese with a Twist

Step One: Cut off top of garlic head to expose the cloves. Drizzle with oil, wrap in foil, and roast for about softened and golden brown. (Not Pictured)
Pro Tip #1: For a visual, watch me prepare the garlic to roast on video!
Step Two: Melt the butter in a large saucepan or skillet over medium heat, stirring regularly until milk solids separate and the butter turns golden brown. (Image One)
Pro Tip #2: Cut the butter into small pieces so that it melts evenly and try to use room temperature butter, if you can. As a beginner, using a light-colored skillet can help you easily see when the butter darkens. The butter should bubble but not pop. If it starts popping, turn the heat down a little until it stops.
Step Three: Stir flour into browned butter to form a roux. (Image Two)
Step Four: Slowly whisk in milk until sauce is uniform then stir in the roasted garlic. (Image Three and Four)

Step Five: Shred the cheddar cheese (Image Five).
Pro Tip #3: Use a food processor with the disc attachment to make quick work of shredding cheese for cooking!
Step Six: Stir the cheese into the sauce mixture until melted and uniform (Images Six and Seven).

Step Seven: Stir cooked pasta into cheese sauce until evenly coated (Image Eight).
Step Eight: Combine butter, parsley, and bread crumbs to make the topping (Image Nine).
Step Nine: Transfer mac and cheese mixture to a baking dish and top with remaining shredded cheese (Image Ten).
Step Ten: Top with bread crumb topping then place pan in oven to bake (Image Eleven).

Step Eleven: Bake the mac and cheese until gooey in the middle and golden brown on top.
Pro Tip #4: Let the dish rest for about 30 minutes before cutting into it so that the cheese and noodles can set.
Serve this brown butter macaroni & cheese alongside your holiday main dish like turkey or ham. Complete the spread with garlic parmesan mashed potatoes, roasted cut carrots, and crispy maple brussels sprouts. And don't forget the peach cobbler for dessert!
Baked Macaroni and Cheese How-to Video

Frequently Asked Questions
Short answer, no. Shredded cheese from the dairy section of your local grocery store has been coated with an anti-caking agent that keeps the shreds from sticking to each other and the bag. This coating makes the cheese melt in a weird way and it won't coat your macaroni noodles well either. I know it can be tempting to use pre-shredded cheese when making mac & cheese but I promise it doesn't take long to shred your own, especially if you run it through a food processor.
Elbow pasta is the standby and works really well, especially when you mix it thoroughly with the cheese sauce so that cheese gets into every nook and cranny. Shells also work, as does cavatappi pasta, or even a combination!
Do I need to boil pasta for mac and cheese? Yes. Boil mac & cheese pasta in salted water al dente or "to the tooth". This will ensure that it stands up to the thick and creamy cheese sauce without falling apart and has enough texture for a satisfying finished dish. Most packaged pasta you'd find at the grocery store includes accurate instructions for cooking al dente on the package. That's how to cook pasta for mac and cheese.
Yes, yes, and yes. That is assuming we're talking about how Black people make mac & cheese. Baking mac & cheese in the oven helps med all the ingredients together and adds different textures to the mix, between the creamy, gooey bottom and the golden, crispy top of the dish.
Bake your macaroni and cheese uncovered to help it brown on top. A quick trick to brown the top of mac & cheese is to place it under the broiler for just a few minutes. Check it often because it can go from from browned to burnt quick, fast, and in a hurry.
More Favorite Soul Food Recipes
I hope you and your loved ones enjoy this buttery, garlic-flavored mac & cheese this holiday season and beyond. And sharing is caring so be sure to pin this holiday mac and cheese recipe over on Pinterest. Thanks for reading!

Easy Holiday Dinner Guide

Brown Butter Baked Mac & Cheese with Roasted Garlic
Equipment
- 1 saucepan
- 1 kitchen spoon
- 1 Food Processor
- 1 baking dish oblong (13x9) or square (9x9)
- 1 mixing bowl
Ingredients
- 1 head garlic
- 2 tablespoons olive oil
- 6 tablespoons unsalted butter divided
- 2 tablespoons flour
- 2.5 cups milk
- sea salt to taste
- white pepper to taste
- 3.5 cups sharp cheddar cheese shredded
- 1 pound elbow macaroni pasta boiled in salted water and drained
- ⅓ cup panko bread crumbs
- 1 ½ tablespoons dried parsley
Instructions
For the Roasted Garlic
- Preheat oven to 400 degrees. Cut off the top ¼ of the head of garlic and discard. Place garlic, cut side up, onto a piece of foil then drizzle olive oil over top and wrap garlic in foil. Place in oven to roast for about 40 minutes. Remove garlic from oven and reduce heat to 375 degrees. When garlic is cool enough to handle, squeeze the garlic cloves out of their skins into a bowl (should flow out easily). Mash garlic with a fork to form a paste. Set aside.
For the Browned Butter
- In a large saucepan, melt three tablespoons of the butter over medium heat, stirring every 30 seconds or so. The butter should bubble (but not pop) and white solids will form in the pan. Continue stirring until butter darkens to a golden color and emits a nutty aroma (total process is about 5 minutes).
For the Macaroni and Cheese
- Add flour to browned butter and stir to form a roux. Cook for about two minutes.
- Slowly whisk in milk to ensure mixture is smooth and free of lumps. Bring mixture to a light boil then stir in sea salt, white pepper, and roasted garlic paste.
- Add 2 ½ cups cheese to the pan, about ½ cup at a time, mixing well between each addition. Stir until all cheese is melted and sauce is uniform in texture and color.
- Add in cooked pasta and mix until it is evenly coated with sauce. Transfer into a 9 by 9-inch square baking dish. Sprinkle remaining cup of cheese over top.
- In a small bowl, melt remaining 3 tablespoon butter (I just pop in the microwave), bread crumbs, and parsley to form a crumb mixture. Sprinkle this mixture over top of mac and cheese in baking dish.
- Place dish in the oven and bake for 25-30 minutes or until top is lightly browned and mac & cheese is bubbly.
Eden says
Absolutely delicious! Had to make two batches, it was gone within a day.
Mila says
A hint of extra garlic just makes anything better, and I love the sweet, roastiness of the garlic added to this mac. It adds a little bit of savory/sweetness, and complements the browned butter so well.
Kaluhi says
This recipe does pack a ton of flavor!! I loved the depth of the roasted garlic in particular! Beautiful!
Tamara Johnson says
This mac and cheese was SO GOOD! That garlic did something special to this already delicious recipe. I can't wait to make it again soon!
Lilly says
This mac and cheese is so delicious and so unique! I love the flavor the brown butter and garlic added to the dish!
Crystal says
Brown butter is something I didn't know I needed in my Mac n cheese til I made this
Robin says
The roasted garlic gave this an umami flavor that was irresistible.
Katrina says
The brown butter and garlic was the perfect twist on a classic recipe!! I can’t wait to make it for the holidays!
Marta says
My daughter will rather have a second serving of mac and cheese instead of dessert and this recipe was no exception. Amazing!
Haylee says
We made this for Thanksgiving and it was amazing! This is our new go-to Mac and cheese recipe, and it’s a great way to make a classic feel a little more fancy.
Jazz says
Thanks for your feedback, Haylee! So glad you made this mac & cheese part of your holiday. 🙂
Emily says
This looks so delicious! I love mac and cheese and this little twist on it is amazing!
Lindsey says
This sounds so delicious! I am planning on making a mac'n cheese dish for Thanksgiving and I guess I will just have to brown my butter now! Thank you for sharing your talents!
Carolina says
This looks amazing! It would be great to make for thanksgiving.
21flavorsofsplendor says
Yummy! I love mac and cheese! It is so versatile and the additions you made sound delicious.
Rhonda says
Oh this looks amazing! I love the twist to a mac and cheese!!