Creamy Baked Mac and Cheese is the ultimate comfort food, featuring tender elbow macaroni coated in an ultra-creamy homemade cheese sauce made with Velveeta and sharp cheddar, then baked until hot, bubbly, and topped with a perfectly golden, cheesy crust. It’s rich, indulgent, and guaranteed to be a family favorite for holidays, potlucks, or cozy weeknight dinners.
Recipe Information
- Prep Time: 20 minutes
- Cook Time: 15–20 minutes
- Total Time: 40 minutes
- Servings: 8
- Course: Main Course, Side Dish
- Cuisine: American
- Difficulty: Easy
Ingredients
For the Mac and Cheese
- 1 pound dry elbow macaroni
- ½ cup salted butter
- ½ cup all-purpose flour
- 2 cups milk, room temperature
- 2 cups half-and-half, room temperature
- 1 teaspoon Worcestershire sauce
- 12 ounces Velveeta cheese, cubed and room temperature
- 3 cups sharp cheddar cheese, freshly grated and divided
- 1 teaspoon salt
- ½ teaspoon dry mustard
- ¼ teaspoon black pepper
- Pinch of ground nutmeg
Optional Toppings
- Extra shredded cheddar
- Parmesan cheese
- Buttered breadcrumbs
- Chopped fresh parsley
- Crispy bacon bits
Equipment Needed
- Large stockpot
- Dutch oven or heavy saucepan
- Whisk
- Wooden spoon
- 9×13-inch baking dish
- Cheese grater
Instructions
Step 1 – Preheat the Oven
Preheat your oven to 325°F (163°C).
Grease a 9×13-inch baking dish and set aside.
Step 2 – Cook the Pasta
Bring a large pot of salted water to a boil.
Cook the elbow macaroni 1 minute less than the package directions for al dente (about 8 minutes).
Drain well and toss with a small drizzle of olive oil to prevent sticking.
Step 3 – Make the Cheese Sauce
In a large Dutch oven, melt the butter over medium heat.
Whisk in the flour and cook for 1 minute, stirring constantly.
Slowly whisk in the milk and half-and-half until smooth.
Continue whisking until the sauce begins to simmer and slightly thicken.
Remove from the heat.
Step 4 – Add the Cheese
Stir in:
- Worcestershire sauce
- Velveeta cheese
- 1½ cups shredded cheddar
Mix until completely melted and silky smooth.
Season with:
- Salt
- Dry mustard
- Black pepper
- Nutmeg
Step 5 – Combine
Add the cooked macaroni to the cheese sauce.
Stir until every piece of pasta is evenly coated.
Step 6 – Assemble
Transfer the macaroni mixture into the prepared baking dish.
Sprinkle the remaining 1½ cups cheddar cheese evenly over the top.
Step 7 – Bake
Bake for 15 minutes, or until the cheese is melted and the sauce is bubbling.
For an extra crispy golden top, broil for 2–5 minutes, watching carefully to prevent burning.
Step 8 – Serve
Allow the mac and cheese to rest for 5 minutes before serving.
Enjoy while hot and irresistibly creamy.
Serving Suggestions
Pair this creamy mac and cheese with:
- BBQ ribs
- Fried chicken
- Grilled steak
- Honey garlic chicken
- Meatloaf
- Roasted vegetables
- Fresh green salad
Storage
Refrigerator: Store in an airtight container for up to 4 days.
Freezer: Freeze for up to 2 months.
Reheat in the oven or microwave with a splash of milk to restore the creamy texture.
Tips for Success
- Freshly grate your cheddar for the smoothest melt.
- Use room-temperature dairy to prevent lumps.
- Slightly undercook the pasta so it stays perfectly tender after baking.
- Don’t overbake—the sauce should remain creamy.
- Broil only at the end for a beautifully browned cheese topping.
Nutrition (Approximate Per Serving)
- Calories: 610
- Protein: 24g
- Carbohydrates: 42g
- Fat: 38g
- Fiber: 2g
Frequently Asked Questions
Can I use a different pasta?
Yes! Shells, cavatappi, rotini, penne, or cavatelli all work wonderfully.
Can I make it ahead?
Absolutely. Assemble the casserole, cover, and refrigerate for up to 24 hours before baking.
Why use Velveeta?
Velveeta melts exceptionally smoothly, creating an ultra-creamy sauce without becoming grainy.
Can I add protein?
Yes! Stir in cooked bacon, shredded chicken, smoked sausage, ham, or pulled pork for a heartier meal.
Final Thoughts
This Creamy Baked Mac and Cheese is everything you want in a homemade comfort dish—rich, cheesy, velvety, and topped with a beautifully golden crust. Whether you’re making it for a holiday gathering, Sunday dinner, or an easy weeknight meal, this recipe delivers restaurant-quality results with simple pantry ingredients. One bite of its creamy, gooey goodness and it’s sure to become a recipe you’ll make again and again.
