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 casserole is comfort food at its best! Bonus directions are included to make this a gluten-free baked mac and cheese recipe as well.

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Need Some Creamy Mac & Cheese? Use Velveeta!
Everyone needs a go-to mac and cheese recipe. This homemade baked 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 then a creamy, cheesy casserole. (Well, maybe a juicy, moist meatloaf recipe 🤷♀️) 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 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 this baked 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.
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!
—Janet

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(Below shows step-by-step photos and modified instructions. For the complete recipe, along with ingredient amounts, scroll down to the recipe card.)
Prep your ingredients for success!
Preheat oven to 350ºF (175ºC). Once you start the stove top part, it comes together quickly, so it’s best to get everything ready beforehand. Boil and drain the elbow pasta, cube the Velveeta, and measure out flour, butter, salt, and pepper.

Make the roux
To make the roux, which is a fancy name for fat and flour combo, melt the butter in a large saucepan. Whisk in flour, salt, and pepper until it bubbles.

Add the milk and Velveeta cheese
To finish building the cream sauce, slowly whisk in milk. Bring to a boil and cook for 1-2 minutes, or until it’s thickened. Lower heat, add cubed Velveeta cheese, and stir until sauce is smooth. This will take a few minutes it’s best to add handfuls at a time.

Stir in macaroni and bake
Now’s the time when that large saucepan comes in handy. Add the cooked pasta and stir to combine. Transfer it to a greased baking dish, and if you want to up your cheese game, add freshly grated cheddar to the top before baking. Bake for 30 minutes, or until hot and bubbly throughout.


Making it Gluten-Free
I often make this mac and cheese recipe gluten-free by making a couple simple adaptations. There’s also lots of bonus tips to make the best gluten-free mac and cheese in this recipe post.
- Substitute gluten free flour for all-purpose flour. I use and recommend Cup4Cup gluten free flour.
- Use gluten free macaroni. My favorite brand that doesn’t turn mushy is Rummo gluten free elbows or penne will work too.
- 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.
Yummiest Add-Ins and Topping Ideas
Baked mac and cheese uses basic ingredients to let the comforting cream sauce shine through. However, here are some some flavor enhancers that may be added while combining the sauce. Sometimes I throw in a 1/2 teaspoon dry mustard, garlic powder, onion powder, or a few dashes of hot sauce.
For extra creaminess, stir in 1/2 cup sour cream or 4 ounce cream cheese. You can also swap out some of the Velveeta for other cheeses, such as sharp cheddar or Colby Jack.
Our family also loves to mix up the toppings. Sometimes we do half and half to hit everyone’s faves. We’ve done crumbled potato chips, crushed Cheez-its, sliced hot dogs, bread crumbs, sliced tomatoes, broccoli, or french fried onions.
Why is my mac and cheese grainy?
I find using Velveeta avoids problems with seized, curdled mac and cheese. But, through a lot of recipe testing, I’ve found some easy ways to avoid that problem.
Most importantly – don’t overheat. When making the sauce, lower the heat of the milk before adding the cheese. If the mixture is too hot the cheese will seize and separate. When adding the cheese, do it slowly and gradually. Grating or cubing cheese and adding a bit at a time helps it emulsify into the sauce.
Also, pull the baked casserole from the oven once the cheese starts to bubbly around the edges and the middle is very hot. Baking it for too long can also cause the sauce to break.

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Did you make this recipe? I love hearing from you! Leave a star rating and comment below the recipe card. It helps others when searching for recipes and I appreciate feedback from our community. You will always hear back from me! -Melissa

Creamiest Velveeta Mac and Cheese (Best Results)
Ingredients
- 2 cups (280 g) uncooked elbow macaroni, regular or gluten free
- 3 tablespoons (3 tablespoons) unsalted butter
- 2 tablespoons (2 tablespoons) all-purpose flour or gluten frea all-purpose flour, I recommend Cup4Cup brand for GF flour
- ½ teaspoon (1/2 teaspoon) salt
- dash (dash) pepper
- 2 cups (488 g) milk
- 8 ounces (226.8 g) Velveeta, cut in small cubes
- 1 cup (112 g) (optional) shredded cheddar cheese,, for topping
Equipment
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,
Notes
Gluten-Free Modification
- Substitute gluten free flour for all-purpose 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.
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Can I put Velvetta on top before baking instead of Cheddar ?
Hi Wanda,
Sure you can replace the 1 cup of cheese topping with Velveeta. However, as it bakes it will melt down into the casserole, not really stay on top like grated cheddar would. Not necessarily a bad thing, just letting you know!
Best,
Melissa
Can I use the 1 Cup that is optional for the top with Velveeta also, it is our favorite ?
This is the best recipe for macaroni and cheese! It also reheats very well, better than any other recipe I’ve tried. This is the only recipe I’ll use!
Thank you so much, Brittany! I really appreciate you taking the time to write!
Best,
Melissa
Hi there, delicious recipe!! Thank you for sharing! Have you tried assembling and leaving cheese off the top and freezing?
Or mixing and baking the next day, adding cheese on top before baking?
Hey Kelsey!
So glad you enjoy it! When I make this ahead of time, I make the cheese sauce and refrigerate in an airtight container after it cools. Then I boil the pasta, rinse in cold water to stop cooking, and also refrigerate separately. Then when you are ready to bake, just mix the two together and bake. You might have to warm the cheese sauce slightly just to loosen enough to mix with the pasta. And a few additional minutes will have to be added to the baking time. I haven’t experimented with freezing the cheese sauce. If I did that, I would wait to boil the pasta to closer to serving. Hope this helps!
Best,
Melissa
I moss your instant pot instructions for this mac and Cheese what happened to them?
I’m so sorry! I just updated the post to streamline extraneous info and I removed it. However, I added it back to the recipe card notes so you’re all set!
Best,
Melissa
Thank you so much!
Too soupy either reduce the milk to 1 1/2 cups or increase the flour to 3 maybe 4 1/2 TBS
Hello,
You found it too soupy after baking? I haven’t come across this problem so I’m wondering what type of pasta you used and the amount?
Best,
Melissa
I’ve never made homemade mac n cheese and this recipe was a hit with the fam tonight! *I did add the 1 cup of grated cheese to the top and it gave a great crunch. Other than that followed the recipe w/o alternative or the added suggested spices.
I’m going to play with it more by adding some of the suggestions to my next few times.
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!
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
This tastes so amazing! I was wondering, are the nutritional facts for the whole dish or per serving?
Hi Katie,
It is per serving, if the dish was split into 6 servings. Glad you enjoyed the recipe!
Best,
Melissa
This is fantastic! I added four ounces of cream cheese at the same time as the Velveeta, and used large elbow macaroni. Thank you!
Oh, love the cream cheese addition! Thanks for sharing!
Best,
Melissa
Best mac and cheese ! My daughter loves loves this!
Thank you, Kyle! So glad to hear!
Best,
Melissa
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.
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
Have you ever topped with panko bread crumbs or something similar? I saw the tip for potato chips 🙂
Hi Callie,
Yes! My mom does this a lot when she makes it. It’s really good!
Best,
Melissa
Can this be made with evaporated milk?
Yes, that shouldn’t be a problem!
Best,
Melissa
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!!
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
Can you prep this the day before?
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
Can you make this the day before?
What are the measurements of Butter, Milk and Flour for the roux? Please and thank you, looking forward to trying this recipe.
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
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.
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
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.
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
By far the best mac and cheese I’ve ever made! Creamy deliciousness and my new recipe! Thanks for posting it.
Thank you so much for taking the time to let me know how much you enjoyed it!
Best,
Melissa
This is the best mac and cheese! Incredibly creamy – the kids totally loved it!
Thank you so much! This was and is our staple mac and cheese recipe!
Best,
Melissa
Wanting to make this with our Christmas dinner. Has anyone doubled the recipe? Hoping for the same positive results when doubling all ingredients.
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