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.
tried this recipe only added cream cheese. There was not a bite left.
the whole family enjoyed this!
I have found that a splash of Apple Cider vinegar brings out a fresh taste in this creamy cheesy dish, I love my Velveeta mac and cheese , making it regularly !
I no longer boil pasta for baked dishes. I soak it in warm salted water for 45 minutes, a tip I learned from Sara Moulton. My pasta dishes are never overcooked & keeps the kitchen a bit cooler during the summer.
This sauce is OUT OF THIS WORLD PERFECT!!!
I absolutely LOVED eating Velveeta Shells & Cheese when I was a kid, but it always had a metallically kind of aftertaste to it Some of you might remember. THIS RECIPE ELIMINATES THAT!!!
If you’re like me, when you put your noodles in to boil, add another 1/2 cup or so of noodles, but don’t add them to the sauce. I just like more noodles than sauce; the rest of the family is the exact opposite. This recipe was perfect for everyone!!
Hello Crystal. Wow so happy that you enjoyed the recipe and that you could tweak it so the whole family enjoys it. Have a great rest of your day!
10/10 I make this probably once a week for myself and my fiancée and he doesn’t even like Mac n Cheese and he loves this recipe! I love making it and it tastes so delicious. Thank you!!
I made big points with my grandson!
This recipe was delicious!! I substituted Ritz crackers for the Panko, and it worked out great!
Can I make this the night before for a tailgate? If so, would you change anything about the recipe?
This recipe is best baked just before serving but can be made up to 48 hours ahead!
Delicious and easy! My family loved it.
tasty and easy last minute to serve as side with smoked sausage and salad! Thank you for the recipe!
Made this last night for dinner and it was delicious! Thank you for the recipe.
Spice it up with a can of Rotel. Also, I cook the macaroni in a mixture of half water and half whole milk. Dry mustard is a must with this recipe (I also use it in potato salad).
Rave reviews from the family!
Excellent
DELICIOUS! I added garlic powder, salt and pepper and in place of the dry mustard (I didn’t have any on hand) I used a tablespoon of yellow mustard. One of the easiest mac and cheese recipes I’ve ever made. The flavor in this mac and cheese with the velveeta is by far one of the best I’ve had!
I made it exactly how the recipe says and it was delicious!
Great recipe. Will add Gruyere cheese next time.
The flavor was great but I wish I had added at least 1/2 cup more milk. It wasn’t quite creamy enough. Easy to prepare.
I doubled the batch and found it a little dry? Any suggestions as to how to make it not as dry? (Besides covering with foil while baking) And could I use heavy cream to replace the milk?
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. Over-baking can also cause it to dry out. And yes, you can replace milk with cream if you want a richer casserole!