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.
This post may contain affiliate links. Please read our disclosure policy.
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
Cuisine American© SpendWithPennies.com. Content and photographs are copyright protected. Sharing of this recipe is both encouraged and appreciated. Copying and/or pasting full recipes to any social media is strictly prohibited. Please view my photo use policy here.
Do you grease the baking dish?
Yes, I grease the baking dish. Enjoy Cindi!
8oz of dry macaroni is 2 cups.
I made this tonight..is delicious the family all loved it I did add a little garlic salt,fresh basil and smoked paprika to the topping will definitely make again!
Just made this for Thanksgiving and it turned out delicious. I added creole seasonal to the bread crumbs for some spice and it was perfect. Loved this recipe, best one.
That sounds delicious Gilly! I am so glad you enjoyed this recipe!
We love this recipe! My son and I wanted to make a big mac and cheese for Thanksgiving dinner as a side dish from our turkey. We used up all our spices, so we did it topping less. It was as good as ever! All I love besides this is my family and the move 21 Jump Street.
This was a very easy recipe .I added 12 0z evaporated milk to make the sauce creamier . 8 oz was too dry for me. Otherwise good.
How much evaporated milk do I add? and do I still add the one cup of regular milk?
I used 16 oz. of gluten free elbow macaroni, 4T of olive oil and 4T butter. Needed 2 cups of milk and Velveeta. I also added 24oz. evaporated milk. I added shredded 4 c. of sharp cheddar. I did not add flour. Plus, I added the seasoning that was in the recipe. This mac and cheese was very creamy. Everyone loved it. I always try to include those who have dietary restrictions in my meal planning.
Very very delicious and creamy
My grandson loves this recipe.
Thank you!
Made this for dinner added a pinch garlic seasoning. It was a HIT!
Can I make this recipe with Cavatappi pasta?
Hi Alba, yes this can be made with cavatappi.
I made this recipe x 10 to feed 50 people. It turned out awesome! Very cheesy!
Hi Debra, When you made it for 50, what size dish did you use, and what was baking time?
I made the macaroni and cheese and it was a huge hit, my husband raved about it! and I loved it too! Thank you so much!
delicious
Followed to the “T” with one small addition. We love smokey flavors in our house so added 1/2 tsp Smoked Paprika to a double batch and YUM! Everyone scarfed it up!
Hi-I just made this and it was easy & deelicious! We love the topping.
Wow! This exceeded my expectations!
I have never reviewed a recipe before, but felt I MUST on this one. I added 1/2 tsp smoked paprika per another reviewer. My super picky daughter said it was good (although a little too cheesy for her). It was soooo good, and not too cheesy for me! Thanks!!
All of my friends loved it!!! No leftovers! Thank you!
Can this recipe be increased for a 9×13 pan? Help!!
A 9×13 pan is 3qt so you would need to increase the recipe. Click “print” on the recipe and change the servings to 9 which will make 1 ½ of the recipe. I also think that if you doubled it, it would work fine in a 9×13 but might need a little bit of extra cooking time. Let us know how it goes!
Thank you for the Velveeta Mac and Cheese recipy. I have one older person who likes lots of seasonings. I like a more gentle Mac and Cheese. My daughter needs to have an ungluten recipy. She knows how to make it so everyone in the family will enjoy it. Someone gave us a box of velveeta cheese. It’s looks yummy!
I hope you love this version, Judy!
Did according to recipe…put in fridge and it seems so dry…what can I do to fix this?
Hi Nancy, you can mix in a little extra Velveeta and milk while reheating to help.
Can I cook the sauce & pasta and completely assemble for baking later? I am preparing this for a large group and would rather do the cooking a day or two in advance, and then bake the day of the event. I like this recipe because the velveeta squares seems much easier than grating (just a guess), but if you have another mac & cheese recipe that works better for baking later, please let me know. Thank you!
Hi Sue, you could prep the sauce and pasta separately and then reheat the sauce and prep in the casserole to bake the day of. Hope that helps!