If you’re looking for the ultimate comfort dish with a twist, you’re in the right place! Inspired by Cooking with Freddie’s Southern Style Mac N Cheese, this indulgent version comes with a crispy panko topping and caramelized onions that take it to the next level.

Let me tell you—this dish is not only a hit with adults, but it’s kid-approved! My picky eater, who normally avoids leftovers, loved it so much that he had seconds the next day. That’s right—he went for leftovers! While he skipped the onions, the rest of the family absolutely devoured them. The combination of sweet and spicy caramelized onions with the rich, cheesy mac is a match made in heaven.

Though I usually focus on holistic health and wellness, preparing this dish was an act of love and care, which is a wellness practice in itself. We won’t have this decadent dish all the time, but when we do, I promise it’s worth every bite. I might even surprise you with a twist on this twist next time!

If you want to see the original inspiration, check out Cooking with Freddie’s video here: Southern Style Mac N Cheese | The Best Mac N Cheese at the Cookout Guaranteed.

Ingredients:

Pasta and Cheese Sauce:

• 12 cups water
• 2 cubes chicken-flavored bouillon
• 1 lb (16 oz) elbow macaroni pasta
• 1 stick salted butter, divided
• 3 tablespoons all-purpose flour
• 2 1/2 cups whole milk, divided
• 8 oz Velveeta cheese, cubed
• 1 block Colby Jack cheese, freshly grated
• 1 block medium cheddar cheese, freshly grated
• 8 oz bag 4-cheese Mexican blend, shredded

Seasonings:

• 2 tablespoons sour cream
• 1 teaspoon salt
• 1/4 teaspoon black pepper
• 1 teaspoon cayenne pepper
• 1 teaspoon paprika
• 2 teaspoons garlic powder
• 2 teaspoons onion powder
• 3 teaspoons Badia Complete seasoning, divided

Panko Topping:

• 1/2 to 3/4 cup panko breadcrumbs
• 2 tablespoons melted butter

Caramelized Onions:

• 3 large onions, thinly sliced
• 2-3 tablespoons olive oil
• 1/2 teaspoon salt
• 1/4 teaspoon black pepper
• 1/4 teaspoon paprika
• Pinch of cayenne pepper
• 1 teaspoon sugar (optional)

Instructions:

1. Prepare the Macaroni:

• Boil 12 cups of water with 2 bouillon cubes.
• Add the macaroni, cooking according to the package directions (about 9 minutes).
• Drain and toss with 2 tablespoons of butter to prevent sticking.

2. Make the Cheese Sauce:

• In the same pan, melt half a stick of butter over medium heat.
• Add 3 tablespoons of flour and cook for 3-4 minutes until golden.
• Stir in 2 cups of milk, adjusting with another 1/2 cup if needed to reach desired consistency.
• Add Velveeta, Colby Jack, and cheddar, stirring until melted. Add the Mexican blend cheese in two parts, stirring until fully incorporated.
• Season the cheese sauce with salt, black pepper, cayenne, paprika, garlic powder, onion powder, and Badia Complete seasoning.

3. Combine and Bake:

• Pour the cheese sauce over the macaroni and mix well.
• Stir in 2 tablespoons of sour cream and an additional 1/2 cup of milk if the sauce is too thick.
• Transfer to a greased baking dish, cover with foil, and bake at 350°F for 20 minutes.

4. Prepare the Panko Topping:

• Melt 2 tablespoons of butter and mix with 1/2 to 3/4 cup of panko breadcrumbs.
• After 20 minutes of baking, remove the foil and sprinkle the panko mixture on top.
• Bake uncovered for an additional 15 minutes, or until golden and crispy.

5. Caramelize the Onions:

• Heat olive oil in a large skillet over medium-low heat.
• Add the onions, salt, black pepper, paprika, cayenne, and sugar (if using).
• Cook, stirring occasionally, for about 45 minutes until deeply caramelized.

Tip: Start the caramelized onions as soon as the mac and cheese goes into the oven for the first time, if not sooner, since they take about 45 minutes to cook.

6. Serve and Enjoy:

• Serve the mac and cheese topped with caramelized onions for the adults, and enjoy a family-friendly dish that’s guaranteed to impress even the pickiest eaters!

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Watch My Version of the Recipe:

Check out the video I made while preparing this dish and see how my version came together! I added a few personal touches to make it my own.

Southern-Style Mac & Cheese with Panko Crust and Caramelized Onions…