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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Not enough flavor for me…but the children ate it all
I had to toss the entire pot of cheese because the onion powder was so overpowering. I attempted to dilute it with more cheese and milk and it still had a strong onion taste.
Hi Jennifer, we only add ½ teaspoon of onion powder to this recipe so it shouldn’t overpower it but you can adjust to your preferences or leave it out completely if you’d like!
Any idea what the ratio would be for 30 people? Going to make it for a church dinner.
Thanks
Tina
Hi Tina, when you go to print the recipe you can alter the serving size and it will provide you will the new quantities for 30 servings. But that is when served as a main course. If this is part of a larger meal spread I would imagine doubling it would probably be enough for everyone to sample it.
Thank you!
I’m diabetic so couldn’t use the pasta. I roasted cauliflower with diced ham and used it instead. The sauce was perfect. Delish.
What a great idea to use cauliflower and diced ham! I am a nurse and it is so hard to help new diabetics with finding ways to eat their favorite foods. Maybe not ideal, but a realistic way to have a bit of comfort.
SO YUMMY!!!
Best ever macaroni and cheese!
I made this for lunch for my kids and I I skipped over baking since it was lunch and work remotely.
As usual you’re my go to for recipes and this one did not fail My son and I love “bow tie” with our mac and cheese so I made a box of that, made the sauce as directed but added the shredded cheese into the mix to melt. I added enough cheese sauce to coat it the noodles well and then added milk until it was the consistency I liked. I used a medium cheddar and left out the mustard and garlic powder (may use them next time to see the difference in flavor) this one is going into my recipe book tonight ❤
Oh and I didn’t bake it, I just made a simple stove top recipe.
So happy you both loved this recipe, Cynthia! Mac and Cheese is definitely a go-to in my house too!
Super good recipe. It was a reap hit at Thanksgiving & I’m making it again for Christmas dinner!
It was just okay. The flavor was good but the cheese was too thick, not really creamy. It was like a thick glue. I can feel it sticking to my insides.
Hi Karen, I am glad you enjoyed the flavor. If you are finding it too thick, you can try adding a little more milk to thin it out into a creamier sauce.
I actually use 1 lb of large pasta types cooked 7-9 mins for aldente in a salty water. Drained then begin to make the sauce. I x4 the ingredients and for the rue and then use 2 cups of chicken broth and 3 cups of milk or 1/2 & 1/2 because I add several cheeses (1lb velveeta cubed and then 4 slices American, 2 cups of Mont. jack & colby mix and then what ever other cheese we have on hand (havarti, gouda etc). I add 4 boiled & shredded chicken breast and the add the pasta to the cheesehead sauce. Pour in a 9×12 disposable pan sprayed with cooking spray. Top edge to edge with 2 batches of x4 crumb mixture (seasoned Pankos & 1/2 cup parm). Bake as directed and it is always yummy Even when reheated it’s creamy and of course flavorful!
That sounds delicious, K! Thanks for sharing.
In other words, you didn’t even make this recipe, just felt compelled to post your own.
How can you add any stars to a recipe if you aren’t even making according to the directions? The recipe sounds pretty good, but that’s not what I was looking for.
Hi, in the recipe you have 2 cups elbow macaroni which you stated was approximately 8 ounces, wouldn’t that be 16 ounces and possibly why some folks are having their Mac and Cheese coming out dry because they’re using 16 oz. vs 8 oz?
The recipe calls for 2 cups of elbow macaroni, which is approximately 8 ounces of dry pasta by weight (pasta is sold by weight). 8 ounces of elbow macaroni is approximately 2 cups of dry macaroni pasta. Hope that helps. Enjoy the recipe Becca!
Hu, do you cook the pasta or put it in uncooked and then bake it?
Hi Niki, we cook the macaroni in step 2 and then add it to the casserole dish in step 6 before baking. Hope that helps!
Thank you. I’m always confused about pasta measurements. I always make too much. Ugh lol.
I’ve always enjoyed your recipes and when I’m looking for one I go to your site first.
Glad you are enjoying them, Jamille!
2 cups is generally 8oz of uncooked macaroni
Scrumptious and easy to make.
I made this yesterday. It tasted fine, but it was too dry, even after I added more milk to the sauce. Disappointed.
Oh no, sorry to hear that this recipe didn’t turn out for you. We usually have great success with it!
Can I cook this tonight and finish baking tomorrow?
This recipe is best baked just before serving and can be made up to 48 hours ahead. Enjoy Donna!
I can NEVER master Mac and cheese for some reason…..it always seems too dry, and all the creamy cheese gets absorbed in the macaroni! What am I doing wrong? Btw, I am typically a pretty good cook…..just never do this right! HELP!!
While I can’t say for sure, my guess would be that the macaroni is overcooked. If it is dry, add a bit more milk to help with the moisture. Hope that helps Kathleen!
I use 1 1/2 cups macaroni. It makes a big difference in the final result. It’s easier than adding more of other ingredients.
This recipe was delicious!! I made it for my son-in-laws 30th birthday and everyone loved it!! This will be my go to recipe from now on.
Lovely recipe. I really liked how this recipe didn’t leave me with dry macaroni and cheese. It was quite tasty.
I added about four more ounces of Velveeta because I like my Mac and cheese very creamy. I used half and half instead of milk. Instead of sharp cheddar, I used Monterey cheese. Someone mentioned it was bland so I mixed some smoked paprika and pepper into the cheese sauce. I also used about half a cup of Townhouse buttery crackers instead of Panko breadcrumbs. I was making bacon for a different recipe so I used about a tablespoon of bacon grease and sprinkled it on top to make sure the Mac and cheese didn’t dry out.
Very easy to make. Very delicious. My family really enjoyed & i sliced kielbasa in to it & omg. Thankyou for the recipe
Sounds amazing Dee! You’re welcome!
Made this for dinner tonight and absolutely loved it!! The cheese sauce was so delicious and creamy, we will be making this dish again for sure!