Super creamy homemade Velveeta Mac and Cheese is the ultimate family favorite recipe we’ve enjoyed for years. Easy, from scratch, baked macaroni and cheese is comfort food at its best!
Bonus! Directions include adaptations for gluten free mac and cheese, instant pot, or stove top.

Everyone needs a go-to baked mac and cheese recipe. This homemade Velveeta Mac and Cheese recipe checks all the boxes. It’s ridiculously easy, decadently creamy, and hands-down the best version you’ll ever eat!
Nothing screams American comfort food more than creamy mac and cheese. It’s a timeless classic that will always have a place at dinner tables and family get-togethers. Enjoy it as the main dinner course, or serve it as a side dish. It’s a great accompaniment to chicken, pork, bbq dishes, or meatloaf.
This homemade version has been served in my family as long as I can remember. It seems like every birthday party or celebration included a bubbling casserole dish of rich, southern mac and cheese. Adults loved to indulge in their favorite comfort food, and kids were happy to fill their plates with it.
Besides the melty cheese topping and creamy interior, you’ll love how easy Velveeta Mac and Cheese is to throw together. Make the quick cheese sauce, stir in cooked macaroni, and finish in the oven to melt gooey cheese on top.
Our traditional family recipe uses Velveeta cheese as the base of the sauce. We prefer it because it makes the creamiest mac and cheese and it’s hard to mess up! There’s no need to worry about grainy or congealed sauces.
What is Velveeta Cheese?
Technically Velveeta isn’t cheese. I know! It’s imposter cheese trying to fool us. But damn, does it make some good, creamy mac and cheese.
According to organicuthority.com, Velveeta used to be made of cheese but today is made with whey protein concentrate and milk protein. The FDA took notice, and told the company to take “cheese spread” off the package.
Kraft obliged and Velveeta became ““Pasteurized Prepared Cheese Product.” The label changed, but not it’s original appeal with home cooks- an ultra creamy “cheese” that melts smoothly.
How to Make Creamy Baked Mac and Cheese
So, yes, you may not want to substitute Velveeta for all your cheese needs. However, when creamy macaroni and cheese casserole calls your name, grab a box!
Velveeta mac and cheese recipe is more forgiving than other versions of baked mac and cheese. Since grated cheese isn’t included in the sauce, there’s no worry about the mac and cheese becoming grainy or seized.
The roux, which is a mixture of butter and flour, provides the base for the cheese sauce. Slowly whisk in the milk and allow it to come to a boil and thicken. Then lower heat to stir in the Velveeta.
The cheese slowly melts into a creamy sauce ready to toss with cooked pasta. Transfer the pasta to a casserole dish and bake in the oven.
Ingredients notes
Making easy mac and cheese starts with a simple list of ingredients.
- 2 cups cooked pasta – Traditionally elbow macaroni is used, but shells (also known as Conchiglie), Cavatappi, or bow ties (Farfalle) may also be substituted.
- Butter – Used with flour as the base of the roux, which is a thickening agent
- Flour – Mixed with melted butter to make the roux
- Salt and pepper
- Milk – Using at least 2% milk is preferred for a creamy cheese sauce, but 1% or skim may be substituted.
- Velveeta – Cut into cubes so it melts into the sauce smoothly
- Cheddar Cheese – Used as an optional topping for the ultimate cheese lover experience!
How To Make Velveeta Mac and Cheese
(Below shows step-by-step photos and modified instructions. For the complete recipe, along with ingredient amounts, scroll down to the recipe card.)
- Preheat oven to 350ºF (175ºC). Prepare cooked elbow pasta, cube cheese, and measure out flour, butter, salt, and pepper.
- Melt butter in a large saucepan. Whisk in flour, salt, and pepper.
- Slowly whisk in milk. Bring to a boil and cook for 1-2 minutes, or until thickened.
- Lower heat, add cubed Velveeta cheese, and stir until sauce is smooth.
- Stir in cooked macaroni.
- Transfer to greased casserole dish. Top with grated cheese or other desired toppings. Bake for 30 minutes, or until bubbly.
Expert Tips for Making the Best Baked Mac and Cheese
- Measure out the flour, salt, and pepper together in a small bowl first. As soon as the butter melts, throw the flour mixture in the pot. You won’t risk burning the butter while measuring ingredients.
- Don’t over cook the macaroni! Boil till just about al dente. The macaroni will finish cooking in the oven once it’s assembled.
- Cutting the cheese in small cubes helps it melt quicker and smoothly blend in the hot milk.
- Experiment with different cheese toppings. Throw on pepper jack for a spicy kick, blue cheese for tang, or Havarti for extra creaminess.
What to Serve With Mac and Cheese
Velveeta Mac and Cheese casserole may be served as the shining main dish or as a side dish. For more than 20 recipes, both main and side dishes, go to this what to serve with mac and cheese article!
- applesauce or sauteed cinnamon apples
- veggies, such as broccoli, baked zucchini, roasted brussels sprouts, or butternut squash
- Pulled Pork
- Meatloaf
- Ribs
- Bacon Cornbread
- Hot Dogs
- BBQ Pulled Chicken
- Green salads, such as Strawberry Feta Salad, or Apple Pecan Salad
- Grilled Chicken or Fried Chicken
- Old fashioned jello salad
Of course, don’t forget about dessert! flourless chocolate cookies, tiger butter, or banana cake with banana filling would be a great ending to a meal!
Instant Pot directions
This mac and cheese recipe may also be adapted for the pressure cooker. Serve Instant Pot Mac and Cheese immediately or transfer to a baking dish to broil desired toppings.
- Stir together 2 cups water or chicken broth (recommended for more flavor, but decrease salt to 1/4 teaspoon), 2 cups uncooked macaroni, 3 tablespoons butter, salt, and pepper in the pressure cooker. Omit flour from recipe.
- Seal lid and cook on HIGH pressure for 5 minutes (for regular pasta or gluten free). Quick release pressure.
- Add 3/4 cup milk and cubed cheese. Heat on SAUTE LOW, stirring constantly, until cheese melts and sauce is smooth. Add additional 1/2 cup -1 cup freshly shredded cheddar cheese for extra cheesy flavor.
- Serve immediately or transfer to a baking dish. Top with shredded cheese or other desired toppings, and broil for 1-2 minutes.
adapting for Gluten-Free
I often make this mac and cheese recipe gluten-free by making a couple simple adaptations.
- Substitute gluten free flour for all-purpose flour. I use and recommend Cup 4 Cup gluten free flour.
- Use gluten free macaroni. My favorite brand to use is Barilla Gluten Free Elbows.
- When boiling the gluten free macaroni, cook it for half the time called for al dente pasta. Gluten free pasta has a tendency to overcook and become mushy. By par-boiling the pasta, it will finish cooking in the oven as it bakes.
making on the Stove-top
Save yourself time and extra step by making Velveeta Mac and Cheese entirely on the stovetop.
Prepare recipe as written, except reduce milk by 1/2 cup. After the cheese has melted into the sauce, stir in cooked macaroni, and serve!
What else can be added?
Homemade mac and cheese recipe uses basic ingredients to let the comforting cream sauce shine through. However, here are some some flavor enhancers that may be added to baked macaroni and cheese. Use any or all of the spices in the sauce!
- Add 1/2 teaspoon dry mustard
- Try 1/2 teaspoon garlic powder for a hint of garlic
- 1/2 teaspoon onion powder adds another layer of flavor
- Add few dashes of hot sauce
- Stir in additional shredded cheese to the Velveeta cheese sauce, such as cheddar, Colby jack, or sharp cheddar
- Stirring in 1/2 cup sour cream after the cheese melts adds a bit of tang and extra creaminess
Toppings or Mix-Ins for Baked Mac and Cheese
Southern mac and cheese can be baked as is, or topped with one of these suggested toppings. Tip: My mom would always do half one topping, half another so the family and guests could choose their favorite.
- French Onions or Gluten-Free Fried Onions
- Sliced tomatoes
- Shredded cheese, such as grated cheddar, pepper jack, sharp cheddar, or parmesan
- Crumbled potato chips
- Cooked and chopped bacon, ham, or tuna
- Crushed Cheez-its
- Sliced hot dogs
- Bread crumbs or panko topping
- Broccoli florets
- BBQ sauce
Why is my mac and cheese grainy?
I find using Velveeta avoids problems with seized, curdled mac and cheese. Here are some tips for avoiding grainy mac and cheese.
- Pull the baked mac and cheese when it starts to bubble around the edges and middle is very hot.
- Let the flour cook with the butter for 30 seconds to 1 minute so the fat coats the butter.
- Don’t add the cheese too quickly. Grating or cubing cheese and adding a bit at a time helps it emulsify into the sauce.
- Lower the heat of the milk before adding cheese. If the mixture is too hot the cheese will seize and separate.
more Comfort Food recipes
Stuffed Pepper Soup – Everyone gobbles up this family favorite version full of bell peppers, rice, ground beef, and a flavorful tomato base.
Easy Baked Pasta – A healthy, vegetarian casserole combining a creamy ricotta tomato sauce, penne, cheese, and fresh tomatoes.
Tuna Noodle Casserole – This homemade, classic recipe is cheesy with a crunchy potato chip topping, contains no condensed soup, and is easily adaptable to make gluten free.
Spinach Artichoke Stuffed Chicken – A baked stuffed chicken recipe is easy to assemble and cooks in minutes for a quick weeknight dinner!
Gluten-Free Green Bean Casserole – So delicious it will rival the classic Thanksgiving dish you grew up on!
Click here to see the
step-by-step web story instructions for this recipe!
SAVE THIS recipe for Velveeta Mac and Cheese TO YOUR PINTEREST BOARD!
Let’s be friends on Pinterest! I’m always sharing great recipes!
Velveeta Mac and Cheese
Ingredients
- 2 cups uncooked elbow macaroni, regular or gluten free
- 3 tablespoons unsalted butter
- 2 tablespoons all-purpose flour or gluten frea all-purpose flour, I recommend Cup 4 Cup brand
- ½ teaspoon salt
- dash pepper
- 2 cups milk
- 8 ounces Velveeta, cut in small cubes
- 1 cup (optional) shredded cheddar cheese, for topping
Instructions
- Spray a 11X7 or 2 ½ quart casserole dish with cooking spray. Set aside. Preheat the oven to 350ºF.
- Cook the macaroni according to the directions for almost al dente (about 1 minute less). The macaroni will finish cooking in the oven once it’s assembled. Drain and set aside. (See recipe notes for gluten free adaptation.)2 cups uncooked elbow macaroni,
- Melt the butter in large saucepan over medium heat. As soon as the butter is melted, whisk in flour, salt, and pepper. Cook for about 30 seconds – 1 minute, or until mixture bubbles.3 tablespoons unsalted butter,2 tablespoons all-purpose flour or gluten frea all-purpose flour,,½ teaspoon salt,dash pepper
- Slowly whisk the milk into butter / flour mixture and bring to a boil. Boil for 1-2 minutes, or until thickened.2 cups milk
- Reduce heat to low and gradually add chopped Velveeta cheese, a handful at a time. Stir until the cheese is melted and sauce is smooth, about 5 minutes. Stir in cooked macaroni.8 ounces Velveeta,
- Transfer combined mac and cheese to prepared casserole dish. Top with optional cheddar cheese, and bake for 30 minutes, or until cheese topping is melted and mac and cheese is bubbly.1 cup (optional) shredded cheddar cheese,
- DID YOU MAKE THIS RECIPE?? DON'T FORGET TO LEAVE FEEDBACK AND/OR CLICK A STAR RATING ON THE RECIPE CARD
Equipment Needed
Recipe Notes
- Stir together 2 cups water or chicken broth (recommended for more flavor, but decrease salt to 1/4 teaspoon), 2 cups uncooked macaroni, 3 tablespoons butter, salt, and pepper in the pressure cooker. Omit flour from recipe.
- Seal lid and cook on HIGH pressure for 5 minutes (for regular pasta or gluten free). Quick release pressure.
- Add 3/4 cups milk and cubed cheese. Heat on SAUTE LOW, stirring constantly, until cheese melts and sauce is smooth. Stir in additional 1/2 cup – 1 cup freshly shredded cheddar cheese for extra cheesy flavor.
- Serve immediately or transfer to a baking dish. Top with shredded cheese or other desired toppings, and broil for 1-2 minutes.
- Substitute gluten free flour for all-purpose flour. I use and recommend Cup 4 Cup gluten free flour.
- Use gluten free macaroni. My favorite brand to use is Barilla Gluten Free Elbows.
- When boiling the gluten free macaroni, cook it for half the time called for al dente pasta. Gluten free pasta has a tendency to overcook and become mushy. By par-boiling the pasta, it will finish cooking in the oven as it bakes.
- Sliced tomatoes
- Shredded cheese, such as grated cheddar, pepper jack, sharp cheddar, or parmesan
- Crumbled potato chips
- Cooked and chopped bacon, ham, or tuna
- Crushed Cheez-its
- Sliced hot dogs
- Bread crumbs
- Broccoli florets
- BBQ sauce
Janet says
This was an easy and delicious recipe! I’m 46 years old and am ashamed to say I had never made homemade baked Mac & Cheese before. I found this recipe and tried it for a family get-together and everyone loved it! Even my husband’s mom, who is extremely picky and hard to please, said it was the best she’d ever had. That’s a win!
Melissa Erdelac says
Yay! Loved you even won over the mother-in-law! Thank you so much for taking the time to let me know! It’s appreciated!
Best,
Melissa
Katie says
This tastes so amazing! I was wondering, are the nutritional facts for the whole dish or per serving?
Melissa Erdelac says
Hi Katie,
It is per serving, if the dish was split into 6 servings. Glad you enjoyed the recipe!
Best,
Melissa
Rose says
This is fantastic! I added four ounces of cream cheese at the same time as the Velveeta, and used large elbow macaroni. Thank you!
Melissa says
Oh, love the cream cheese addition! Thanks for sharing!
Best,
Melissa
Kyle Rowan says
Best mac and cheese ! My daughter loves loves this!
Melissa says
Thank you, Kyle! So glad to hear!
Best,
Melissa
Shelley Koop says
If you don’t add some kind of bite, it’s really kind of bland. Obviously salt, pepper and dried mustard help, but it’s hard to sub the innate bite of NY sharp cheddar.
Melissa says
Thanks for writing, Shelley. You could always sub some of the cheese for sharp cheddar. I love the taste of sharp cheddar and always have it on hand, so that is what I normally top it with.
Best,
Melissa
Callie says
Have you ever topped with panko bread crumbs or something similar? I saw the tip for potato chips 🙂
Melissa says
Hi Callie,
Yes! My mom does this a lot when she makes it. It’s really good!
Best,
Melissa
Jen says
Can this be made with evaporated milk?
Melissa says
Yes, that shouldn’t be a problem!
Best,
Melissa
Liz says
Excited to try this for Thanksgiving this year! Can this be made dairy free as well? If so, any suggestions on what to use in place of milk to still get a good, creamy sauce?? Thanks!!
Melissa says
Hi Liz,
I would recommend using unsweetened almond milk to replace the milk in the recipe. Depending on your sensitivity, Velveeta does contain some lactose, although way less than traditional cheese. Let me know how it works out and happy Thanksgiving!
Best,
Melissa
Dee says
Can you prep this the day before?
Melissa says
Hi Dee,
Yes, you can make this the day before, but keep the sauce and mac and cheese separate. You can cook the pasta right before you bake it or boil it, rinse in cold water, and then store in the fridge separately from the sauce. Let me know if you have any other questions!
Best,
Melissa
Dee says
Can you make this the day before?
Jordan says
What are the measurements of Butter, Milk and Flour for the roux? Please and thank you, looking forward to trying this recipe.
Melissa says
Hi Jordan,
I think you are perhaps not scrolling down to the actual recipe card. If you hit the “jump to recipe” at the top of the post it takes you right there. It has all the measurements and precise directions. Enjoy!
Best,
Melissa
Laura says
My daughter wanted to make a Velveeta based Mac n cheese like something she saw on a social media site…I went to Pinterest and chose this recipe, thinking it would be similar. This is so good, seriously. This Mac n cheese is perfectly cheesy and doesn’t taste like you just melted plain Velveeta over some noodles. It’s so darn good that it’s our new go to.
Melissa says
Oh thank you so much, Laura! This makes me so happy! I’m so glad your family will be enjoying this recipe as much as we do!
Best,
Melissa
Tamara says
Another tip for preventing grainy Mac and cheese: NEVER use pre-shredded cheese. They add cellulose (aka wood pulp) to prevent it from clumping in the bag. Once I stopped using pre-shredded cheese, my mac n cheese has never been grainy since. Unfortunately shredding your own cheese can be time consuming so thanks for this alternative.
Melissa says
Hi Tamara, Thanks for writing! Yes, I pretty much never use pre-shredded cheese for anything anymore. It can be a pain to take the time to shred it, but if I have a lot I just use the food processor (or my kids!). Everything turns out so much creamier and smoother!
Best,
Melissa
Falisa says
By far the best mac and cheese I’ve ever made! Creamy deliciousness and my new recipe! Thanks for posting it.
Melissa says
Thank you so much for taking the time to let me know how much you enjoyed it!
Best,
Melissa
Morgan says
This is the best mac and cheese! Incredibly creamy – the kids totally loved it!
Melissa says
Thank you so much! This was and is our staple mac and cheese recipe!
Best,
Melissa
Mindy Pigg says
Wanting to make this with our Christmas dinner. Has anyone doubled the recipe? Hoping for the same positive results when doubling all ingredients.
Melissa says
Hi Mindy, Yes you can definitely double the ingredients and it will turn out fine. It might have to bake a little longer, though. Just check for the edges to be bubbling and very hot in the middle. Merry Christmas!
Best,
Melissa