VELVEETA® Down-Home Macaroni and Cheese Recipe -
VELVEETA(R) Down-Home Macaroni and Cheese Recipe
  • READY IN 45 mins

VELVEETA® Down-Home Macaroni and Cheese

Recipe by  

"If you're looking for a mac and cheese recipe with the perfect balance of cheesy and creamy, the search ends here."

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Ingredients Edit and Save

Original recipe makes 5 cups Change Servings
  • PREP

    25 mins

    45 mins


  1. Heat oven to 350 degrees F.
  2. Melt 3 Tbsp. butter in medium saucepan on medium heat. Whisk in flour; cook 2 min., stirring constantly. Gradually stir in milk. Bring to boil; cook and stir 3 to 5 min. or until thickened. Add VELVEETA; cook 3 min. or until melted, stirring frequently. Stir in macaroni.
  3. Spoon into 2-qt. casserole sprayed with cooking spray; sprinkle with Cheddar. Melt remaining butter; toss with cracker crumbs. Sprinkle over casserole.
  4. Bake 20 min. or until heated through.
Kitchen-Friendly View


  • Special Extra:
  • Stir in 1/4 cup OSCAR MAYER Real Bacon Bits with the cooked macaroni.

Reviews More Reviews

Most Helpful Positive Review
May 20, 2013

This recipe was awesome! My son's father said this was his new favorite meal (paired with a Arkansas Green Beans & Aussie Chicken, ~both recipes off this site). And he is somewhat hard to please at times, so to say his favorite, means a lot. The crushed crackers was a nice add on that id never tried before.

Most Helpful Critical Review
Jun 16, 2013

Just average and just okay as written. Because I love my macaroni and cheese creamy I love it made with Velveeta. You can't ask for a smoother, creamier sauce. But a good macaroni and cheese can't just depend on the Velveeta. So...this was off to a good start but I made a couple of observations. First, the flour isn't necessary. At all. In fact, I found I needed more milk just to overcome the thickness the flour was responsible for. Second, this needed some cheesiness, and in the sauce, not just sprinkled on top. A good spoonful of King Arthur Flour's Vermont Cheddar Cheese Powder fixed that right up. (Love that stuff) Finally, and subjective perhaps, but I'm just not a fan of crushed Ritz crackers on my mac and cheese. I crushed up some good bakery croutons and used them for the topping instead. Once I monkeyed around with this it was to die for - creamy, smooth, full of cheesy flavor and a topping with a slight buttery crunch. Five stars with the above-mentioned modifications, but rather mediocre as is.


29 Ratings

May 12, 2013

My kids loved this! I increase the servings and used mini shells instead of elbows. Easy and super kid friendly. I also added some sea salt, pepper, and dried mustard to the flour to make the sauce. Creamy and delicious! Thanks!

Mar 25, 2014

I tweaked this after reading the reviews. First off I made mine for 12 servings. I used three spoonfuls of flour, not overflowing spoonfuls either. I used 6 spoonfuls of butter, increased the milk by 1/4 of a cup, and finally increased the Velveeta by 4oz (or a 1/4). I then added hot sauce, ground mustard, pepper, and salt. (first time I made this) I added bacon and sharp cheddar cheese. Topped it off with crushed french onions (because I NEVER have Ritz). (Second time I made this) I included Jalapenos, mushrooms, onions, bacon, and diced ham. They both were amazing, but my husband prefers all the stuff in it. VERY VERY creamy and cheesy!!! I give it 4 stars because I tweaked it and felt it was better because I did :)

Dec 01, 2013

My husband loved the creamy cheesy flavor of this recipe and is actually looking forward to eating the leftovers

Feb 23, 2014

Perfect as is, if you like it thick add the floor if not don't. I didn't and it came out just the way I like it, creamy. I also added a pinch of onion powder to the suave mix. Just broil it to brown the crackers, but If you want it in the oven for longer over do your noodles a little so they will harder in the over.

Jan 23, 2014

Eewey Gooey, too much cheese, too much goop! Even my 6 and 9 year old grandchildren didn't like this mac n cheese.

Sep 11, 2013

Nice, simple and well liked. Will do again and again I'm sure.


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  • Calories
  • 497 kcal
  • 25%
  • Carbohydrates
  • 46.7 g
  • 15%
  • Cholesterol
  • 75 mg
  • 25%
  • Fat
  • 25.9 g
  • 40%
  • Fiber
  • 2.1 g
  • 8%
  • Protein
  • 18.6 g
  • 37%
  • Sodium
  • 869 mg
  • 35%

* Percent Daily Values are based on a 2,000 calorie diet.

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