This homemade mac and cheese skips the roux entirely! Mayonnaise and sour cream do the work instead, melting with a full pound of cheese into a sauce that stays creamy straight through baking. It comes together in one pot, and the buttery panko topping bakes up golden in about 20 minutes.
More mac and cheese recipes:
Yes, There Is Mayonnaise in It
My friend Sallie brought this to a cookout and we watched it disappear before most people got seconds. She tweaked a recipe that she originally found on the Duke’s mayo website, and was happy to share her version with all of us.
I know mayo sounds like a strange thing to stir into pasta, but you cannot taste it in the finished dish. What you taste is cheese, and the mayo and sour cream are what keep the sauce from drying out or turning grainy the way a flour-based one can.
What a surprise this was! Not only did it look amazing coming out of the oven, the taste did not disappoint. I was super skeptical about using mayonnaise and sour cream, but I took a leap of faith today. The flavor was deliciously unique and the panko topping made this dish complete…
– Joanna
Before You Get Started
Most mac and cheese problems happen before the dish ever reaches the oven. These three make the difference between a silky sauce and a broken one:
- Use room temperature dairy. Cold mayo and sour cream will not blend smoothly into hot pasta, and the sauce can look separated instead of glossy.
- Grate the cheese yourself. Bagged shredded cheese is coated in anti-caking starch, which is the usual reason a cheese sauce turns grainy.
- Pull the pasta early. Boil it in well-salted water and drain it while it still has some bite, since it keeps cooking in the oven.
How to Make Homemade Mac and Cheese
There is no roux to whisk and no sauce to babysit on the stove, so this moves quickly. Here’s how it comes together:
Step 1: Boil the Pasta
Cook the noodles in a large pot of well-salted boiling water until they are just shy of al dente. The salt in the water is the only chance you have to season the pasta itself, so be generous with it.
Drain the pasta and return it straight to the hot pot.
⇢ Best Past Shapes: Short, curly shapes work best here because the ridges and hollows trap the sauce. Medium shells, elbows, and cavatappi all do the job.
Step 2: Stir In the Cheese and Sauce
Add the grated cheeses, mayonnaise, and sour cream to the hot pasta and stir until everything is completely combined. The residual heat from the pot and the noodles is what melts the cheese, so work fairly quickly.
This is also the step where the no-roux part pays off! Mayonnaise and sour cream are already emulsified, which means there is no butter-and-flour base that can break or turn pasty on you. The sauce holds together on its own.
⇢ Any good melting cheese works: I use sharp cheddar for flavor and Monterey Jack for the melt, but Colby, Colby Jack, Gruyere, Swiss, Gouda, smoked Gouda, Pepper Jack, mozzarella, or American cheese all work. Just keep the total amount of cheese the same, and a handful of Parmesan stirred in adds nice depth.
⇢ Duke’s is not required: Any full-fat mayonnaise will work. Readers have had good results with Hellmann’s and Blue Plate, so use whatever brand you keep on hand.
⇢ Make it a meal: Stir in cooked chopped bacon, diced ham, or shredded chicken at this stage, or fold in steamed broccoli, spinach, or frozen peas. A pinch of dry mustard, paprika, onion powder, or cayenne adds depth if you want more going on.
Step 3: Add the Buttered Panko Topping
Transfer the pasta to a greased baking dish.
Stir the panko together with the melted butter and garlic powder in a small bowl,
then scatter it evenly over the top. Tossing the crumbs with butter first is what gets them golden and crisp rather than dry and dusty.
⇢ Swap the topping if you like: Regular breadcrumbs, buttered Corn Flake crumbs, or crushed Ritz crackers all work. My kids love the topping enough that I usually double it.
Step 4: Bake Until Bubbly
Bake uncovered at 350°F for about 15 to 20 minutes, until the filling is hot and bubbling at the edges and the crumbs are golden.
That short window is deliberate. It is long enough to melt the cheese and heat the noodles through, but not so long that the pasta dries out or becomes mushy and the sauce tightens up.
If you want a darker, crispier top, slide the dish under the broiler for the last minute or two. Stay right there while you do it, because panko goes from golden to burnt fast.
Even More Ways to Make Mac and Cheese:
Ways to Serve It
This is a classic side dish, and it belongs next to something smoky, saucy, or fried! Barbecue and mac and cheese is the pairing I come back to most, and a glazed ham makes it holiday-table appropriate without any extra effort. A pot of greens on the side keeps the plate from feeling too rich.
- Southern Crispy Fried Chicken
- Slow Cooker Pulled Pork
- Crock Pot BBQ Pulled Chicken
- Pineapple Glazed Ham
- Southern Style Green Beans
- Southern Collard Greens
If you are taking it to a cookout or a potluck, a bowl of my Classic Homemade Coleslaw pairs well, since the vinegar cuts straight through all that cheese. It also holds up as a vegetarian main on its own. Just add my Southern Caesar Salad and call it dinner!
Storage and Make-Ahead Tips
To Make Ahead: Assemble the dish completely but do not bake it. Cover with foil and refrigerate for 1 to 2 days. When you are ready, let it sit on the counter for 30 to 60 minutes to lose the chill, then uncover and bake at 350°F for 15 to 20 minutes until hot and bubbly. You may need to add some extra time if the dish is still cold when it goes into the oven.
To Store: Keep leftovers in an airtight container in the refrigerator for 3 to 4 days.
To Freeze: I do not recommend it. The pasta turns mushy once thawed, and the sour cream base will separate. If you need to prep ahead for a holiday meal, use the make-ahead method above instead.
To Reheat: Cover loosely with foil and warm in a 325°F oven just until heated through, removing the foil for the last few minutes if you want the top to crisp back up. For a single serving, cover loosely and microwave for about 30 seconds.
Frequently Asked Questions
Why did my mac and cheese turn out grainy?
Almost always the cheese. Pre-shredded cheese is coated with starch or cellulose to keep it from clumping in the bag, and that coating stops it from melting cleanly into the sauce. Grate your cheese from a block and the problem usually disappears.
The other culprit is overbaking, which tightens the sauce, so pull the dish as soon as it is bubbling at the edges.
Can I make this on the stovetop instead of baking it?
Yes. Stir the cheese into the mayonnaise and sour cream over low heat until it is completely melted, then add the cooked pasta and stir to coat. Toast the panko separately in a skillet with the butter and sprinkle it over each serving so it stays crisp. You lose the browned top, but the sauce is just as creamy.
Can I use light mayo or low-fat sour cream?
It will work, though full-fat is more reliable. Light mayonnaise is less stable when heated, so there is a chance the emulsion breaks and the sauce turns oily or thin.
At least one reader has made it with both light mayo and light sour cream and reported no problems, so it is worth trying if that is what you have.
Can I double the recipe for a crowd?
Yes, and it scales cleanly. Double everything and bake it in a 9 x 13-inch dish, adding about 5 to 10 minutes to the bake time. The deeper dish takes longer to heat through, so check that the center is hot before you pull it.
ABSOLUTELY AMAZING RECIPE! HANDS DOWN – MY GO TO HOMEMADE MAC AND CHEESE RECIPE FOREVER NOW!
– KINDWORDSMATTER
More Southern Sides for the Table
Did you make this recipe?
If you enjoyed this recipe, please leave a comment with a 5-star review at the bottom of the post. Thank you!
Homemade Mac and Cheese
Ingredients
- 8 ounces medium shells, elbow macaroni, cavatappi pasta, or other short, curly pasta noodles
- 8 ounces (about 2 cups) grated Monterey Jack or Colby Jack cheese
- 8 ounces (about 2 cups) grated sharp cheddar cheese
- 1 cup Duke’s mayonnaise, at room temperature
- 1 cup full-fat sour cream, at room temperature
- ¾ cup panko breadcrumbs
- 2 tablespoons salted butter, melted
- Pinch of garlic powder
- Optional garnish: chopped fresh parsley; dash of paprika
Instructions
- Prep the oven and dish: Preheat the oven to 350°F. Grease a 2-quart baking dish and set it aside.
- Cook the pasta: Boil the pasta in a large pot of well-salted water according to package directions for al dente. It should still be slightly firm, since it will keep cooking in the oven. Drain and return it to the pot.
- Stir in the cheese and sauce: Add the Monterey Jack cheese, cheddar cheese, mayonnaise, and sour cream to the hot pot. Mix gently until everything is completely combined and the cheese has melted into a smooth sauce.
- Transfer: Spread the pasta mixture in the prepared baking dish.
- Adding Topping: In a small bowl, stir the panko breadcrumbs together with the melted butter and garlic powder until evenly coated, then sprinkle over the top.
- Bake until bubbly: Bake uncovered for 15 to 20 minutes, until the filling is hot and bubbling at the edges and the topping is lightly browned. If the crumbs are not as crisp and golden as you would like once the filling is hot, run the dish under the broiler for a minute or two. Watch it closely.
- Garnish and serve: Top with chopped fresh herbs or a dash of paprika, if desired, and serve right away.
Notes
- Grate your own cheese: Pre-shredded cheese is coated with anti-caking starch and is the most common cause of a grainy sauce.
- Bring the dairy to room temperature. Cold mayonnaise and sour cream will not blend smoothly into hot pasta.
- Any melting cheese works: Colby, Colby Jack, Gruyere, Swiss, Gouda, Pepper Jack, mozzarella, or American cheese are all good options. Keep the total amount of cheese the same.
- Duke’s is not required: Any full-fat mayonnaise will do. Hellmann’s and Blue Plate both work well.
- Do not over-bake: Pull the dish as soon as it is bubbling at the edges. Longer baking dries out the pasta and turns it mushy.
- Topping swaps: Regular breadcrumbs, buttered corn flake crumbs, or crushed Ritz crackers all work, and the topping can be doubled.
- To double: Use a 9 x 13-inch dish and add 5 to 10 minutes to the bake time.
- Make ahead: Assemble but do not bake. Cover and refrigerate for 1 to 2 days, let sit at room temperature for 30 to 60 minutes, then bake at 350°F for 15 to 20 minutes.
- Not freezer friendly: The pasta turns mushy and the sour cream sauce separates once thawed.
Nutrition
Originally published in July, 2022, this post was updated in September, 2026.
Ooh, I’d like to try this one. Creamy but I don’t need a roux. Sounds somewhat like your Squash Casserole which I liked. Any ideas on how I might make a stovetop variety where I would cook the macaroni and then add the hot macaroni to the other combined ingredients? I’m thinking about making up a couple batches of crumbs and refrigerating them to have on hand when warming a serving in the microwave. Have you ever done that? I suppose any good full-fat mayonnaise like Blue Plate or Hellman’s would work, right? It seemed to work in the Squash Casserole. They don’t sell Dukes’ out here.
I’m looking forward to at least somewhat cooler weather so I can make friends with my range and oven. See, I have one of those evaporative, or Swamp air conditioners and it’s just one temperature which when it is in the 90s or 100s outside, still makes it in the 80s in the house which makes me really reluctant to add cooking heat. It’s the end of July, though, so the Lord willing, within maybe 6 weeks the temperatures will moderate at least somewhat.
Hi, Marion! Yes, I think you could do it on the stovetop. Just add the cheese to the mayo and other ingredients, stirring over low heat, until the cheese is totally melted. Then add the cooked pasta, stir again to coat, and serve with toasted breadcrumbs on top. You can toast the breadcrumbs in a separate skillet, and then just sprinkle over top. I do that with this recipe: https://www.theseasonedmom.com/shells-and-cheese/
And yes, I think that Hellman’s is probably a good substitute for Duke’s brand. I’m not familiar with Blue Plate. 🙂
Blue plate is that other southern mayonnaise… It comes out of New Orleans. Duke’s is a bit too tart for my taste and Hellman’s, while serviceable, is a little to bland, Blue Plate, strikes the perfect balance for my taste…
Hi Wes, boy would I love to find Blue Plate Mayo again. My Mama always used it when I was growing up. Can’t find it in our stores. So good on a tomato sandwich.
What a surprise this was! Not only did it look amazing coming out of the oven, the taste did not disappoint. I was super skeptical about using mayonnaise and sour cream, but I took a leap of faith today. The flavor was deliciously unique and the panko topping made this dish complete. My younger daughter didnt like the topping so the rest of us fought over who got to add it to their plate . I used low fat mayo and sour cream and this was still phenomenal.
Awesome!! I’m so glad that it was a hit, Joanna. I agree, it sounds too good (and too easy) to be true. 🙂
Hi Wes, boy would I love to find Blue Plate Mayo again. My Mama always used it when I was growing up. Can’t find it in our stores. So good on a tomato sandwich.
ABSOLUTELY AMAZING RECIPE! HANDS DOWN – MY GO TO HOMEMADE MAC AND CHEESE RECIPE FOREVER NOW! IM FROM N.C. ( WHERE IF YOU DONT USE DUKE’S MAYO- YOU COULD GET KICKED OUT OF THE STATE LOL) BUT SERIOUSLY- IF YOU HAVE NEVER TRIED DUKE’S- YOU ARE MISSING LIFE- AND YOU WILL NEVER GO BACK AFTER TRYING IT! AND IT JUST MADE THE BEST MAC AND CHEESE – OVER THE TOP! THANK YOU SOOOO MUCH!
Thank you so much for such a kind review! We’re so glad you enjoyed it and are honored for it to become your go-to!
WHOA, another blue ribbon recipe Blair! The simplicity and the blend of the sharp cheddar and Monterey cheeses are a home run. The mayo -Dukes (#1) and sour cream is wonderful is a most excellent combo to keep the dish from being dry. This is the newest addition to our rotation as all others don’t compare. Love It☺️
I’m so glad to hear that, Sue! Thank you!
Mayo and sour cream in mac and cheese piqued my interest, so I made the recipe exactly as written on two separate occasions with various friends over for dinner. It is scrumptious! My husband has declared it the best mac and cheese I’ve ever made and doesn’t want me to make it any other way. Not one person yet who has eaten it can believe it has Duke’s mayo and sour cream, and they’ve all declared it delicious. A definite keeper!
Thank you, Dottie! I’m so glad that you love it. This is the mac and cheese that my kids request the most, too. And so easy, right?! 🙂
Do you think this would turn out well using Duke’s light mayonnaise?
Hi! Yes, I think that will probably work. Light mayo can be less stable when heated, so it’s possible that the emulsion could break, which would negatively impact the texture of the sauce. I haven’t tested this with Duke’s light, so I’m not sure exactly how it would turn out. Definitely let me know if you give it a shot!
I was a bit leery about this, mayo and sour cream? I saved it in my mac and cheese folder a few months ago thinking I would make it some day. Well, I saw the recipe again and thought, okay, I’m going to make it. This is an awesome mac and cheese recipe. It sounds weird but it’s really delicious. Please do not hesitate to make this. We recently moved to North Carolina and I hope we won’t get kicked out of the state because I used Hellmann’s!! Thank you for posting this recipe, it’s really good and I will definitely be making this again.
Thank you, Jayne! It’s my kids’ favorite version of mac and cheese, too. I’m so glad that you gave it a try!
can you use a disposable baking pan?
Hi, Jon! Yes, that should work. Just be careful when you pull it in and out of the oven, because those disposable pans can be flimsy. You might even want to set it on a baking sheet so that it is easier to hold. Also, since those pans don’t retain heat quite as well, you might need to adjust the baking time slightly.