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- 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 Cock 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.

- Cook your pasta al dente so that it doesn’t overcook while baking in the oven or while reheating.
- If your cheese sauce is too thick, reserve a little pasta water to help thin it out or add a splash of milk. If it’s too thin, sprinkle in a little extra cheddar cheese and stir until thickened.
- If you want your breadcrumb topping extra crispy, broil it for 1-2 minutes at the end, keeping a close eye on it to ensure it doesn’t burn.
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!
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Prep Time 15 minutes
Cook Time 30 minutes
Resting Time 5 minutes
Total Time 50 minutes
- ▢ 8 ounces elbow macaroni measured dry, approx 2 cups
- ▢ 2 tablespoons salted butter
- ▢ 2 tablespoons all-purpose flour
- ▢ 1 teaspoon dry mustard powder
- ▢ ½ teaspoon onion powder
- ▢ 1 cup whole milk
- ▢ 8 ounces Velveeta cubed
- ▢ 2 ounces shredded sharp cheddar cheese approx ½ cup
Topping
- ▢ ¼ cup Panko bread crumbs
- ▢ 2 tablespoons shredded sharp cheddar cheese
- ▢ 1 tablespoon melted salted butter
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 2 minutes. Stir in the cubed Velveeta cheese until melted and creamy.
Remove from heat and add cheddar cheese and the drained pasta. Stir well to combine.
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.
- 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.
Calories: 379 | Carbohydrates: 39g | Protein: 18g | Fat: 17g | Saturated Fat: 10g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 3g | Trans Fat: 0.2g | Cholesterol: 50mg | Sodium: 775mg | Potassium: 300mg | Fiber: 1g | Sugar: 6g | Vitamin A: 757IU | Vitamin C: 0.1mg | Calcium: 385mg | 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.




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About the author
Holly Nilsson is the creator of Spend With Pennies, where she creates easy, comforting recipes made for real life. She is also the author of “Everyday Comfort,” which promises to inspire even more hearty, home-cooked meals.
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