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Skillet Mac & Cheese

This super creamy mac 'n' cheese is so simple it seems almost too easy! Kids really go for the rich cheese flavor, but I've never met an adult who didn't love it too. —Ann Bowers, Rockport, Texas
  • Total Time
    Prep/Total Time: 25 min.
  • Makes
    4 servings


  • 2 cups uncooked elbow macaroni (about 8 ounces)
  • 2 tablespoons butter
  • 2 tablespoons all-purpose flour
  • 1-1/2 cups half-and-half cream
  • 3/4 pound process cheese (Velveeta), cubed
  • Optional toppings: fresh arugula, halved cherry tomatoes and coarsely ground pepper


  • Cook macaroni according to package directions; drain.
  • Meanwhile, in a large cast-iron or other heavy skillet, melt butter over medium heat. Stir in flour until smooth; gradually whisk in cream. Bring to a boil, stirring constantly. Cook and stir until thickened, about 2 minutes. Reduce heat; stir in cheese until melted.
  • Add macaroni; cook and stir until heated through. Top as desired.
Nutrition Facts
1-1/2 cups: 600 calories, 37g fat (23g saturated fat), 144mg cholesterol, 1185mg sodium, 40g carbohydrate (9g sugars, 1g fiber), 23g protein.

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  • Adele
    Oct 9, 2020

    I've been on the hunt for the perfect macaroni and cheese recipe since I was 11 years old and my best friend's mom made it from scratch. As much as I love natural cheese, I don't know how you get a creamy texture without Velveeta. This recipe is my go-to. I agree with Nicole; a bit of onion powder and garlic powder do good things for this recipe. I like to add cooked broccoli, chopped green onions and tuna.

  • wintermom9597
    Sep 29, 2019

    So easy... and sooooo cheesy! I sprinkled the top with some Panko bread crumbs and popped the skillet under the broiler for a minute just before serving. Huge hit with my family.

  • pajamaangel
    Aug 8, 2019

    I also used a pan I cooked bacon in to make this dish. I am surprised it didn't call for any seasonings at all. I just cannot make something without using at least salt and pepper so I added a tad pit of salt because the bacon is salty and some black pepper and a dash of cayenne pepper as well. With the addition of the bacon, it was a hit.

  • Janie
    Apr 4, 2019

    I made the recipe as written except we put another quarter cup of cheese in it because it looked like it need to be cheesier. Also we used a skillet that we had just cooked bacon in and had poured the grease off so there was residual bacon grease and a little bit of matter so it did give a little ‘oomph’ on that flavor. My husband really liked the dish, though he was incredulous on using a Velveeta-type product. I grew up with it so I knew it would be great and it was.

  • justmbeth
    Mar 31, 2019

    Received to raves that this was best Mac and cheese ever.

  • cynandtom
    Oct 1, 2018

    Great Mac and Cheese!

  • daysha
    Apr 17, 2018

    I used whole milk and 1/2 lb of velveeta and it was simply amazing. My kids raved. Will be making it again soon!

  • Nicole
    Apr 2, 2018

    I have tried many mac and cheese recipes, and this was the best and creamiest so far. I used regular milk instead of half and half, a 1/2 lb. Velveeta, and added 1/2 tsp each of garlic and onion powders. It was SO easy, quick, and it reheats much better than other mac and cheese recipes I've tried, probably due to the Velveeta. I topped it with fresh parsley and crumbled bacon. This will be my new go-to mac and cheese recipe!

  • Bill
    Mar 26, 2018

    I've always wanted to make mac n cheese from scratch instead of from a box. I came across this recipe and it was great! The cheese sauce was nice and smooth and everyone enjoyed it. Will make again!

  • annlindblad
    Nov 28, 2017

    Can use milk instead of half and half, and can reduce amount of cheese - and still tasty.