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Mom’s Macaroni and Cheese

The wonderful homemade goodness of this creamy Velveeta mac and cheese makes it a staple side dish in my mother's kitchen and in mine as well. It has tender noodles and a crowd-pleasing golden crumb topping. —Maria Costello, Monroe, North Carolina
  • Total Time
    Prep: 30 min. Bake: 30 min.
  • Makes
    6 servings


  • 1-1/2 cups uncooked elbow macaroni
  • 5 tablespoons butter, divided
  • 3 tablespoons all-purpose flour
  • 1/2 teaspoon salt
  • 1/4 teaspoon pepper
  • 1-1/2 cups whole milk
  • 1 cup shredded cheddar cheese
  • 2 ounces cubed Velveeta
  • 2 tablespoons dry bread crumbs


  • Cook macaroni according to package directions. Meanwhile, in a saucepan, melt 4 tablespoons butter over medium heat. Stir in flour, salt and pepper until smooth. Gradually add milk. Bring to a boil; cook and stir for 2 minutes or until thickened. Reduce heat. Add the cheeses, stirring until cheese is melted. Drain macaroni.
  • Transfer macaroni to a greased 1-1/2-qt. baking dish. Pour cheese sauce over macaroni; mix well. Melt the remaining butter; add the bread crumbs. Sprinkle over top. Bake, uncovered, at 375° for 30 minutes or until heated through and topping is golden brown.

Test Kitchen Tips
  • It’s usually cheaper to buy cheese in blocks rather than already shredded. So purchase large quantities of cheddar, Monterey Jack and mozzarella, then use a food processor to shred it. Store the shredded cheese in the freezer so you have it when you need it.
  • Add some sugar to the salted water when cooking macaroni or spaghetti, the noodles have much more flavor.
  • Check out these yummy cheddar cheese recipes.
  • Nutrition Facts
    1 serving: 309 calories, 20g fat (13g saturated fat), 60mg cholesterol, 569mg sodium, 22g carbohydrate (4g sugars, 1g fiber), 11g protein.


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    Average Rating:
    • PghMomof2
      Oct 27, 2020

      This is my and my kids' absolute favorite mac and cheese. I make this frequently when we have friends over and everyone loves it. When we are going somewhere where I would bring a dish, I am often asked to bring this. It tastes very similar to what my mom made when I was growing up. I use at least twice as much Velveeta as the recipe calls for, but other than that, I follow the recipe as is.

    • Veronak
      Jun 18, 2020

      I made this without the bread crumbs and it was absolutely amazing. This was my second time making Mac n cheese, the first time was a different recipe and it wasn’t too good

    • stu
      May 6, 2020

      Really good. Some minor changes - added a little chicken stock and can of Campbell's cheddar cheese soup (instead of Velveeta) to rue - smashed some ritz crackers and sauteed in butter together w/shredded cheese for topping. If you're daring you can sautee some ground beef w/taco seasoning and put it in middle of casserole.

    • Colly
      May 5, 2020

      That's the recipe on the back of every can of "Pet Milk",

    • ericnloril
      May 4, 2020

      This is the Mac and cheese recipe I have been looking for. Been on the hunt for the perfect balance of creaminess and cheesiness, and this is it!

    • Frances
      Apr 20, 2020

      I prefer a bit of dry mustard in my mac

    • Debra M
      Apr 8, 2020

      Made this tonight, great recipe! everyone loved it, added a little Franks Red Hot to cheese mixture for added kick. Definitely a keeper recipe!

    • Modonna
      Mar 23, 2020

      I found this mac and cheese boring and without flavor. I thought the Velveeta would pump it up, but just didn’t do it. My husband hated it so it’s not being made in my home again.

    • Trudy
      Jan 11, 2020

      This is by far the best Mac and cheese I've ever eaten! My girlfriend and I polished it off in 2 meals because it's so good! I have shared the recipe with many friends and family members and expect them to do the same. Since it disappears so quickly I'm making a double recipe today! I do use the large elbows instead of the smaller ones. I think that change makes it even more of a comfort food.

    • Geena
      Nov 15, 2019

      I am sure its a wonderful dish, in my family , mom always diced and onion, sautéed it and added to the cheese, milk mix. I thought it was the bestest!!!