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Close up of a metal spoon scooping creamy baked macaroni and cheese, with elbow pasta coated in melted Velveeta sauce and a golden baked bread crumb topping.
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Creamy Baked Macaroni and Cheese

Creamy baked macaroni and cheese made with Velveeta and sharp cheddar, finished with a buttery Italian bread crumb topping. An easy family favorite side dish!
Course Side Dish
Cuisine American
Keyword Creamy Baked Macaroni and Cheese
Prep Time 15 minutes
Cook Time 20 minutes
Total Time 35 minutes
Servings 8 servings
Calories 389kcal
Author Jennifer Osterholt

Ingredients

  • 1/4 cup butter divided
  • 2 cups dry elbow pasta
  • 8 ounces sharp cheddar cheese shredded
  • 1/4 pound Velveeta cheese
  • 1/4 cup flour
  • 1 teaspoon salt
  • 2 cups milk
  • 2 tablespoons Italian bread crumbs

Instructions

  • Make elbow pasta in salted water according to the directions on the box to be al dente. Drain and set aside.
  • Melt 3 tablespoons of butter in a large saucepan on low heat. Blend in flour and salt. Cook for 1 to 2 minutes stirring or whisking constantly until flour cooks a little bit and looks grainy.
  • Slowly add milk, stirring or whisking often until the mixture is pretty thick.
  • Add Velveeta and 1-1/2 cup of cheddar cheese and stir until melted. Stir in cooked macaroni.
  • Pour into a lightly greased 1-1/2 or 2 quart casserole dish. Sprinkle remaining cheddar cheese evenly over the top then melt remaining 1 tablespoon of butter and stir bread crumbs in, sprinkle on top.
  • Bake in a 350°F oven for 20 minutes until cheese is bubbling around the edges and warmed through.

Notes

  • If desired place under broiler for 20 seconds to a minute (do not leave dish unattended) until the bread crumbs brown.

Nutrition

Calories: 389kcal | Carbohydrates: 36g | Protein: 17g | Fat: 20g | Saturated Fat: 11g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 4g | Trans Fat: 0.2g | Cholesterol: 57mg | Sodium: 790mg | Potassium: 251mg | Fiber: 1g | Sugar: 5g | Vitamin A: 699IU | Vitamin C: 0.01mg | Calcium: 371mg | Iron: 1mg