This Velveeta mac and cheese recipe is creamy, nostalgic, and irresistibly cheesy. Tender macaroni is coated in a cheesy sauce made with cheddar and Velveeta for that smooth, melt-in-your-mouth texture.
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Holly’s Recipe Highlights
- Flavor: Velveeta adds smooth creaminess and cheesiness to a traditional cheddar cheese sauce, while mustard gives the dish a bright tang.
- Swaps: Instead of cheddar, use Parmesan, Gouda, Havarti, or mozzarella. As long as it melts, it can be swapped in.
- Time-Saving Tip: Skip the baking and serve it from the stovetop or from a Crock Pot without the topping if you’re in a hurry.
- Serving Suggestions: Serve with your favorite veggies to balance the richness of this dish. Try broccoli, brussels sprouts, green beans, or asparagus.
Ingredients for Velveeta Mac and Cheese
- Velveeta: This processed cheese melts beautifully and gives the sauce a silky texture. For quick, even melting, make sure you cube the Velveeta cheese before adding it to the sauce.
- Cheddar: Sharp or extra sharp will have more flavor. Buy a block and shred it, or save yourself some time and use a package of pre-shredded cheese; both work well in this recipe!
- Macaroni: Elbows are the classic choice, or use shells, rotini, or penne noodles. You will just want to choose a pasta that holds sauce well for the maximum flavor in each bite!
- Seasonings: I like to keep the seasonings simple with a touch of mustard and onion powder. For extra flavor, sprinkle in a bit of garlic powder, paprika, salt, or pepper.
- Breadcrumbs: My favorite topping is Panko breadcrumbs for the crunchy texture, but you can use regular breadcrumbs or seasoned breadcrumbs.
- Add-Ins: Toss in peas, broccoli, a can of Rotel or diced tomatoes, black olives, or sliced jalapeños. Give it extra protein and smoky depth with crumbed bacon, sausage, or diced ham.
Stash and Save for Later
- To Store: Store in an airtight container in the refrigerator for up to 5 days.
- To Freeze: Store in an airtight container or freezer bag for up to 4 months. Thaw in the fridge overnight before reheating.
- To Reheat: Pop leftovers in the microwave or heat up on the stovetop, stir in a little bit of milk as needed.
More Mac and Cheese? Yes, Please!
Did you make this Velveeta Mac and Cheese? Leave us a rating and comment below.
Recipe updated 11/1/25 for improved consistency.
Equipment
Ingredients
- 12 ounces elbow macaroni You can use between 8 and 16 ounces pasta. *see note
- 2 tablespoons salted butter
- 2 tablespoons all-purpose flour
- 1 teaspoon dry mustard powder
- ½ teaspoon onion powder
- 1⅓ cups whole milk
- ½ teaspoon salt
- ¼ teaspoon black pepper
- 8 ounces Velveeta cubed
- ½ cup shredded sharp cheddar cheese
Topping
- ¼ cup Panko bread crumbs
- 2 tablespoons shredded sharp cheddar cheese
- 1 tablespoon melted salted butter
Instructions
- Preheat the oven to 350°F.
- To make the topping, combine bread crumbs, cheddar cheese, and melted butter. Set aside.
- Bring a medium saucepan of salted water to a boil. Cook the pasta al dente (firm) according to package instructions. Drain well, do not rinse.
- Meanwhile, in a separate medium saucepan, melt 2 tablespoons butter over medium heat. Add the flour, mustard powder, and onion powder, and cook for 1 minute while whisking.
- Gradually add the milk, whisking until smooth after each addition. Once the milk is added, bring the mixture to a boil over medium heat while whisking. Reduce the heat to medium-low and cook for 1 minute. Stir in the cubed Velveeta cheese, salt, and pepper. Whisk until melted and creamy.
- Remove from heat and stir in the cheddar cheese and drained pasta. Mix well to combine. Taste and season with additional salt and pepper if desired. Adjust the consistency with milk or pasta water if needed, note that the sauce will thicken as the pasta bakes.
- Transfer the macaroni mixture to a 2 quart baking dish and sprinkle with the topping.
- Bake for 20 minutes or until heated through and the topping is golden brown. Do not overcook.
- Rest 5 minutes before serving.
Notes
- The sauce will thicken as the macaroni bakes and cools.
- This can be made with between 8 and 16 ounces of elbow macaroni. For a creamier pasta, use less pasta. This sauce is rich, I prefer 12 oz.
- You can thin the sauce with additonal milk if needed.
- Sharp cheddar can be replaced with other varieties of shredded cheese, such as Swiss or Parmesan.
- Pre-shredded cheese can be used in this recipe.
- Leftovers can be stored in the refrigerator in an airtight container for up to 5 days, or frozen for up to 4 months. Thaw in the refrigerator before reheating.
Nutrition Information
Calories: 399 | Carbohydrates: 51g | Protein: 18g | Fat: 13g | Saturated Fat: 8g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 2g | Trans Fat: 0.2g | Cholesterol: 39mg | Sodium: 734mg | Potassium: 312mg | Fiber: 2g | Sugar: 6g | Vitamin A: 592IU | Vitamin C: 0.1mg | Calcium: 314mg | Iron: 1mg
Nutrition information provided is an estimate and will vary based on cooking methods and brands of ingredients used.
Course Casserole, Main Course, Pasta, Side Dish
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Can the cheese sauce be made a day before, then reheated before addition it to the cooked macaroni?
Hi Mary, you can prep this recipe up to step 6 ahead of time. Then assemble and bake when ready to serve. You may need to increase the cook time a few minutes to ensure it is heated through entirely.
Sometimes I’ve found this macaroni ends up a little stiff and dry when I follow the recipe. What am I doing wrong? It’s actually better next day when I reheat a portion with a splash of milk. What am I doing wrong? Should I add more milk at some point in the process?
Oh no, I am sorry to hear that Arthur. You could add an extra splash of milk when prepping the casserole, and make sure you are cooking your noodles enough (al dente) in step 3! I hope that helps!
Can you make ahead of time?
Yes, this recipe is best baked just before serving but can be made up to 48 hours ahead!
If you make this ahead, how long should you bake it? Should you cover it for the first part of baking and then uncover?
Hi Lynn, if making ahead I would prep to step 6. When ready to bake I would assemble the casserole with bread crumb topping and bake following the recipe instructions. You may need to increase the cook time a few minutes to ensure it is heated through entirely.
Amazing delicious 10/10
I doubled this for my family. Added just a dash of LIQUID SMOKE. Oh soooo good.
Can you make this without the breadcrumb topping ?
Absolutely.
I have tried and liked many of your recipes, but this one was just not good. I followed the recipe exactly as written. The onion powder was a bit overpowering and the texture of this Mac and cheese was way too thick, it was like glue.
I can see there are many good reviews, so apparently there are people who like it, but my entire family gave this one a thumbs down. I had to throw out most of it.
Hi Jordana, thanks for trying our recipe. You can definitely adjust the seasonings as preferred and to thin the sauce slightly you can stir in additional milk until it reaches your preferred consistency.