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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1. Didnt have cheddar so I used pepper jack.
2. Realized I was melting 1 lb of velveeta instead of 1/2 lb.!
Added spices/milk to compensate then reserved half to sauce for later use.
3. This is just the best ever. I’m not a creative cook, so I rely on people like you to give easy to follow recipes. Thank you.
This recipe was absolutely horrible! I feel like im eating a mouth full of gunky cheese and butter!!! Just ruined my appetite for mac & cheese
Quick, easy and delicious side dish for a hectic day! Thank you
I made this recipe and although we really like it, it is very dry and sticky. I followed the recipe according to instructions. Do you have any answers as to what to do to not make it so dry?
I haven’t had problems with this recipe being dry. Did you measure 2 cups of macaroni with a measuring cup? Did you use elbow macaroni?
If you’re finding it dry you could either increase the amount of sauce or decrease the bake time. Overbaking can also cause it to dry out. I hope that helps.
It is a great quick and easy recipe but I also found the sauce sticky and too thick. I had to add more milk.
Prep time is definitely 30 minutes. I had all the ingredients out and I worked as fast as I could and it took 30 minutes. Absolutely delicious. Wouldn’t change a thing.
Super easy and delicious! I loved the creaminess and crunch of the Panko. Great!
This was such a delicious recipe and it was really easy to make! I will surely make it again.
Hi Holly,
I have made numerous mac & cheese dishes and this one is my new favorite. I have a whole Pinterest board dedicated to just mac & cheese Super easy to put together, which is a huge bonus also!
Thanks for the great recipe,
Noreen
So glad you loved it Noreen!
How can 2 cups of macaroni be 8 ounce dry when 2 cups is 16 ounces?
16 oz is a liquid measure (aka fluid ounces) which is volume, this is a weight measure. For example, 2 cups of water and 2 cups of marshmallows would both be 2 cups (same volume) but do not have the same weight.
Hi !! I want to make this ! I do not have a weight scale . How many dry cups of pasta do I use?
The recipe calls for 2 cups of elbow macaroni.
Depends on what you’re measuring. Get yourself a kitchen scale and check it out yourself. I weighed 2 c. of small pasta shells for this recipe. The two cups weighed 6 oz.
Let me finish eating before I write this VERY positive review!!! I found this recipe after buying “low fat” Velveeta (is that really possible) that was on sale at the grocery store. Every few months I try a new Mac N Cheese recipe JUST in case I trip over one that pleases my very – no, extremely – picky 19 year old son. He told me when he was 9 years old, that no one made Mac N Cheese better than Glory Days Grill. And after repeated attempts to mimic theirs, I gave up. Some people are just impossible to please – or so I tell myself. But THIS recipe is WONDERFUL! And here’s the kicker – I love it so much I don’t (mostly) care if my son likes it or not! NOTE: I did add one can of Traditional Rotele (diced tomatoes and green chilies) and it gives the recipe just the right amount of heat, without overpowering the soothing “home cooked” feeling of the taste. This is a KEEPER!!!!
Love the addition of Rotel! So glad you love the mac and cheese so much! Thank you for sharing :)
Oh my! I’m blowin’ away ! I didn’t have mustard on hand so I skip that and sub milk for half&half , I add dice onion along with garlic & Italian seasoning, so creamy and yum! Thank you ! I also skip the oven since I’m on time crush and had to hurry on dinner but it still good out of stove top .
This recipe. Oh yum! Thank you so much. We have a family favorite Mac & cheese with Velveeta that doesn’t compare to this creamy, tasty concoction. I doubled the recipe with no problem put in 9 x 13 pan. Used cheddar jack and mozzarella because it is what I had. Used a little homemade breadcrumbs because I didn’t have enough panko. Used cheddar jack in topping. Amazing!
That is wonderful Jan! So glad you loved it.
This is the worst macaroni and cheese I’ve ever tasted. My fiancee will normally eat anything. He hated it. This was terrible. The mustard was disgusting
Sorry to hear you didn’t enjoy this recipe Cassidy! It is a popular favorite as written. You can always leave the mustard out or reduce it according to your taste preference. I hope that helps!
This was a very rude comment. Perhaps you would be better off ordering take out.
Mustard is very commonly used n macaroni and cheese dishes. Sounds like your cooking skills (or your palate) may be a bit too basic for this one. Stick to Easy Mac.
Be careful with your measurements. The mustard taste should not have been pronounced.
How would I double the serving size?
Hi Heidi, you could double the recipe if you wanted :)
Excellent. I added a pinch of sweetener and pepper♥️
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Amazing!! I searched for a recipe specifically using Velveeta and shells as I just so happened to have both of these on hand and wanted to use them up. I’ve not had the best luck with homemade mac and cheese in the past, but I thought I would give this a try. I am SO glad I did!! It was so flavorful and creamy and just the right amount of everything! My husband, who has eaten TONS of mac and cheese in his day told me that this was the BEST mac and cheese he had ever had. Thank you so much for this wonderful recipe! Printed and added straight to my recipe book <3
That makes me so happy to hear Taylor!
Made this with rotini and regular breadcrumbs because that’s what I had. So good! My husband really enjoyed it and he’s not even a Mac&Cheese lover.
I WANT TO MAKE THIS A FEW HOURS AHEAD OF TIME , HOW LONG SHOULD I BAKE IT FOR AT 350, OR WOULD IT BE BETTER LONGER AT 250?? COVERED OR UNCOVERED? THANKS!!
This recipe bakes at 350°F for about 20 minutes, you just want to heat it through. If it’s chilled in the fridge you might need an extra 10 minutes or so. We bake this uncovered so the topping can crisp. Enjoy!
What are the dimensions of your 2 QT. baking dish, so that I can figure out how lrg. or sm. the portions will be? I’d like to try this with light Velveeta. Sounds good & easy, especially geared towards kids, b/c we adults would definitely like a bit more flavor.
Hi Angelina, the dish we used is a 7×11 casserole dish.