Creamy Baked Macaroni and Cheese

Velveeta and sharp cheddar melt into a silky, golden sauce in this creamy baked macaroni and cheese, then a buttery Italian bread crumb topping bakes on top for the perfect finish.

Creamy Baked Macaroni and Cheese Recipe with Velveeta

There’s something special about a pan of homemade mac and cheese pulled bubbling out of the oven. Freshly shredded sharp cheddar melts together with Velveeta to make a smooth, creamy sauce that clings to every noodle, and it’s the kind of classic baked macaroni and cheese you’ll want to make again and again.

My kids ask for this one all the time. The buttery bread crumb topping takes it way beyond the blue box, and my daughter summed it up best when she said this baked macaroni and cheese recipe is “delightful to your stomach!”

It’s hearty enough to be the main dish, but just like our popular Crock Pot Mac and Cheese, Instant Pot Velveeta Mac and Cheese, and Kielbasa Mac and Cheese, it makes a great side dish too. Feeding a big group? Our Macaroni and Cheese for a Crowd is made for holidays and potlucks.

Velveeta is the secret to the creamy sauce. It melts so smoothly that the sauce never turns grainy, while the sharp cheddar adds a deeper cheese flavor and a golden layer on top. A light dusting of Italian seasoned bread crumbs gives every scoop a little crunch and just enough seasoning to make simple pasta and cheese taste special.

This recipe first came from a 4-H cookbook, and we’ve tested variations of it for over a year. We keep coming back to this version because it’s so easy and simple.

Why This Recipe Works

• Two cheeses, one creamy sauce – Velveeta keeps the sauce silky smooth and sharp cheddar adds bold flavor.
• Ready in under an hour – about 15 minutes of prep and 20 minutes in the oven.
• Simple pantry ingredients – butter, flour, milk, salt and pasta you probably already have.
• Kid approved – elbow noodles are easy for little hands and the mild, cheesy flavor wins over picky eaters.
• Side or main dish – serve it next to ham or pork chops, or stir in leftover meat for a full meal.

Ingredients Needed

• Elbow Macaroni – small elbows are easy for kids to eat. Cavatappi works great too (see below).
• Velveeta – cut into cubes so it melts quickly and evenly into the sauce.
• Sharp Cheddar Cheese – shred it yourself from a block. Bagged shredded cheese has a coating that keeps it from melting as smoothly.
• Butter – used to make the sauce base and to toss with the bread crumbs.
• Flour – thickens the sauce so it coats the pasta instead of pooling in the bottom of the dish.
• Milk – we use 2%, but whole milk makes it even richer.
• Salt – brings out the cheese flavor.
• Italian Seasoned Bread Crumbs – add a crunchy, lightly seasoned topping.

Best Pasta for Baked Mac and Cheese

Elbow macaroni and cavatappi are the two best pastas for baked mac and cheese. Elbows are easier for kids to eat since the pieces are smaller. We tend to prefer cavatappi because all those twists and turns give the creamy cheese sauce more places to cling to.

Let’s be real, the pasta tastes good, but it’s really just a way to get more cheese sauce to your mouth!

Mac and Cheese Topping Ideas

Italian seasoned bread crumbs mixed with a little melted butter is our favorite topping, but there are lots of easy ways to change things up:

• Crushed butter crackers like Ritz for a rich, buttery crunch.
• Panko bread crumbs for a lighter, extra crispy top. When I use panko, I like to sprinkle 1/2 cup of bacon bits or chopped cooked bacon over the cheese first.
• Crushed cornflakes tossed in butter, just like the topping on our Red Potatoes Casserole.

Getting Started

Preheat the oven to 350°F. Lightly coat a 1 1/2 or 2 quart casserole dish with non-stick cooking spray so the cheese doesn’t stick to the sides.

Shred the cheddar and set aside 1/2 cup for the top. Cut the Velveeta into small cubes, about 1 inch, so they melt faster.

Bring a large pot of salted water to a boil and cook the elbow macaroni until al dente, which means tender but still a little firm when you bite it. It will keep softening in the oven, so cooking it one minute less than the box says is perfect. Drain and set aside.

Make the Creamy Cheese Sauce

In a large saucepan over medium-low heat, melt 3 tablespoons of butter. Whisk in the flour and salt. Keep whisking for 1 to 2 minutes until the mixture is bubbly and looks a little grainy. This butter and flour mixture is called a roux, and cooking it for a minute or two gets rid of the raw flour taste so it can thicken the sauce.

Slowly pour in the milk about 1/2 cup at a time, whisking well after each addition. Adding it a little at a time keeps lumps from forming. Keep whisking until the sauce is thick enough to coat the back of a spoon.

Add the cubes of Velveeta and 1 1/2 cups of the shredded cheddar. Stir until everything is melted and smooth.

Stir In the Pasta

Remove the pan from the heat and stir in the cooked macaroni until the creamy golden sauce coats every single piece.

Top and Bake

Pour the macaroni and cheese into the prepared casserole dish and spread it out evenly. Sprinkle the reserved 1/2 cup of cheddar over the top.

Melt the remaining 1 tablespoon of butter and stir in the bread crumbs. They should look like damp sand and sprinkle easily. Too much butter makes the crumbs clump together. Scatter them evenly over the cheese.

Bake uncovered for 20 minutes, until the cheese is melted and bubbling around the edges. Let it sit for about 5 minutes so the sauce can settle, then dig in and enjoy this farmhouse style baked mac and cheese with the people you love!

More Family Favorite Meals Ideas:

• Farmhouse Stromboli is on our table at least once a month and uses frozen bread dough for an easy pizza night.
• Pork Chop Casserole layers Swiss cheese, cream of chicken soup and herb stuffing over tender pork chops.
• Sausage and Sauerkraut is a simple meal any time of year.
• Chicken Noodle Casserole is another cheesy, family friendly bake.

Recipe originally shared on January 26, 2021 with updates made on October 26, 2026.