This rich and creamy Velveeta mac and cheese with a delicious cheese sauce and crunchy cracker topping takes comfort food to the next level! Homemade Velveeta shells are easy to prepare and make the perfect side dish for the holidays, or anytime you crave a flavorful, cheesy meal.

velveeta mac and cheese recipe

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Homemade mac and cheese with Velveeta

Homemade mac and cheese with Velveeta is one of those comforting meals that will please everyone at the table. It’s a glorious dish full of hearty pasta, gooey, cheesy sauce, and a buttery, crispy topping. It really ticks all the boxes!

Sure, boxed mac and cheese is good, but it can’t hold a candle to this Velveeta mac and cheese recipe. It’s an easy, creamy pasta recipe, perfect for the holidays, potlucks, and BBQs. And since it’s so quick and simple, you can prepare it even as an effortless midweek dinner.

I’m sharing loads of tips and tricks to make the perfect mac n cheese with Velveeta. But if you just want the instructions fast, CLICK HERE or tap the Jump-To-Recipe button at the top of the page to go straight to the recipe card.

Looking for more Velveeta cheese recipes? Some of our other favorites are Velveeta Hamburger Helper and this tasty Velveeta Cheese Sauce.

velveeta mac and cheese ingredients

Ingredients

This Velveeta mac and cheese recipe uses a lot of pantry staples. You’re good to go if you have a carton of Velveeta and some pasta. See the recipe card below for exact ingredient measurements.

  • Pasta: Any short noodles will work great here, like elbow macaroni, penne, ziti, rigatoni, fusilli, or farfalle. I used shells to honor the classic Velveeta shells and cheese.
  • Velveeta is a type of processed cheese and makes the creamiest sauce. You need 16 oz for this recipe. I recommend cutting the cheese block into cubes so it melts easier.
  • Milk makes up the base of the cheese sauce. I prefer whole milk for a little richness, but you can use any kind of milk here.
  • Cornstarch helps to thicken the sauce. Most Velveeta macaroni and cheese recipes use flour as a thickening agent. However, I find that cornstarch does a better job at this and tastes better too.
  • Butter helps to dissolve the cornstarch. Both salted and unsalted butter is fine.
  • Salt + Pepper help to season the dish.
  • Ritz Crackers are needed for the crunchy topping and provide a nice textural contrast with the creamy filling. The crackers are optional and only necessary if you want to bake your Velveeta mac and cheese.
velveeta macaroni and cheese recipe

Optional seasonings

The ingredients above are the backbone of this Velveeta cheese mac and cheese. From there, you can add one or two of the following seasoning options to make it more aromatic.

  • Garlic: For a garlic kick, add 2 teaspoons garlic powder, granulated garlic, or 2 minced garlic cloves.
  • Onions: 1 teaspoon onion powder or 1 sauteed onion will elevate the flavor.
  • Mustard: 1 teaspoon mustard powder or 2 teaspoons yellow mustard add some oomph.
  • Hot sauce: I love 1 tablespoon of hot sauce to give a little heat and punch.
  • Spices: For depth of flavor, season with 1/2 teaspoon nutmeg and a pinch of paprika.
  • Herbs: Make the dish more complex and try adding parsley, oregano, basil, thyme, or marjoram.

Add more cheese

While Velveeta is the key ingredient, you can add your favorite melting cheese to bring out even more flavors. Feel free to include 1 cup of grated sharp cheddar, parmesan, mozzarella, smoked gouda, fontina, Gruyere, or gorgonzola. It’s up to you!

For the best results, grate your own cheese from a block of cheese. Pre-grated cheese is coated in starches to prevent sticking. But those starches can make the sauce grainy and less creamy.

baked macaroni and cheese with velveeta

How to make Velveeta mac and cheese

Homemade mac n cheese with Velveeta starts on the stovetop, where we cook the pasta and creamy cheese sauce. While you could stop there, I like to take it a step further and turn it into creamy baked mac and cheese with Velveeta.

I like to prepare this dish in a large, oven-proof pan or skillet. That way, I can transfer the mac and cheese from the stovetop to the oven without using an extra casserole dish.

Stovetop Velveeta mac and cheese

Macaroni and cheese with Velveeta is so easy to make! Follow these 6 simple steps, and you’ll have mouthwatering cheese pasta that you’ll want to eat straight from the pot.

  1. Cook pasta. Boil the noodles in salted water, following the package instructions, until just al dente. Be careful not to overcook the pasta.
  2. Drain pasta. Drain the pasta well and stir in 2 tablespoons of butter until melted. The butter prevents the noodles from sticking.
  3. Combine butter and cornstarch. In a large skillet or pan, mix together the butter, cornstarch, salt, and pepper until a smooth paste forms and you no longer see streaks of cornstarch. Doing this ensures the cornstarch dissolves into the milk and prevents lumps.
  4. Cook sauce. Add the milk and bring to a boil over medium heat. Whisk continuously. Once the mixture starts boiling, continue cooking and whisking for 1 to 2 minutes until the sauce thickens. The sauce is ready when it coats the back of a spoon and a finger run through leaves a mark.
  5. Melt cheese. Reduce the heat to low and add the Velveeta cheese. Stir until the cheese has fully melted, then take off the heat. If desired, season with more salt and pepper according to your taste.
  6. Stir in pasta. Add the cooked pasta and stir well. Your macaroni and cheese with Velveeta is ready!

Baked macaroni and cheese with Velveeta

Ready for the most amazing baked Velveeta mac and cheese? Once you have completed the steps above, continue the following steps:

  1. Preheat oven. Preheat your oven broiler or grill to 375°F / 190°C / gas mark 5.
  2. Mix cracker topping. Mix the ritz cracker crumbs and melted butter in a small bowl until evenly coated.
  3. Assemble dish. Top the mac and cheese with cracker topping, spreading it into an even layer.
  4. Bake mac and cheese. Broil in the oven for 8 to 13 minutes, or until the sauce is bubbling and the topping looks golden-brown.
  5. Serve. Let cool slightly before serving. Enjoy!
how to make Velveeta mac and cheese

Tips for the best Velveeta mac and cheese

Easy Velveeta mac and cheese is a great dish to feed a crowd of people. It’s easy and quick, and everyone loves it. Here are a few tips to ensure your Velveeta shells are the best possible!

  • Noodles: Any short noodles will work here. For a spin on classic elbow pasta, try corkscrew, piperigate, campanelle, conchiglie, or fusilli.
  • Don’t overcook the pasta: The noodles should be al dente and have a bit of bite to them. The pasta will absorb the sauce and continue cooking in the oven.
  • Coat the pasta in butter to prevent the noodles from absorbing too much liquid while baking and becoming bloated and overcooked.
  • Avoid lumps in your sauce: Be sure to whisk constantly as you add the milk and cook the sauce.
Mac and cheese using velveeta

Variations & substitutions

Substitutions

  • Panko breadcrumbs are an excellent substitute for ritz crackers and create a delightful crunch. Mix 1 cup panko breadcrumbs with 2 tbsp melted butter, sprinkle on the pasta, and broil.
  • Milk: You can make the cheese sauce as light or rich as you’d like. 2% and skim milk are good choices to lighten the sauce. Half-and-half, evaporated milk, or a combination of milk and heavy cream will make the sauce richer. Just be sure to use 4 cups of liquid.
  • Cauliflower: For a lighter, low-carb Velveeta mac and cheese, replace the pasta with roasted cauliflower. Cut 2 cauliflower heads into small florets and mix with 4 tbsp olive oil + 1 tsp salt + 1/2 tsp pepper. Arrange the cauliflower on a lined baking sheet and roast at 450°F / 230°C / gas mark for 15 minutes, until crisp and tender. Then fold the cauliflower into the cooked Velveeta sauce.

Velveeta shells and cheese add-ins

Baked Velveeta mac and cheese tastes wonderful as is, but there are plenty of add-in options. Check out these tasty ideas:

  • Veggies: Add 2 to 3 cups cooked or sautéed veggies to round out the meal. Try broccoli, zucchini, bell peppers, spinach, or mushrooms.
  • Bacon: Anything is better with bacon, right? Crumble a few strips crispy bacon over your mac and cheese before serving.
  • Chicken: Add sliced baked or seared chicken breasts (like this Tuscan chicken mac and cheese).
  • Tuna: To make tuna mac and cheese, drain 2 cans of tuna and stir in when you add the pasta.
  • Cheeseburger: Add 1 lb seasoned, browned beef and 1/3 cup ketchup or tomato paste (like this hamburger helper recipe).
  • Pumpkin: Give Velveeta mac n cheese a fall makeover by stirring 1/2 can of pumpkin puree into the pasta.
  • Jalapeños: Add a handful of fresh or pickled jalapeños and 1-2 teaspoons salsa seasoning mix.
  • Gluten-free: To make it gluten-free, use gluten-free pasta. Cornstarch is naturally gluten-free.
velveeta mac n cheese recipe

Serving suggestions

Is mac and cheese a side or main dish?

You can enjoy it as both actually. It makes a quick one-pot main dish, especially when you serve it with a fresh green salad and garlic bread.

Velveeta macaroni and cheese is also an excellent side for any and all protein. Think roasted turkey, glazed ham, pork roast, chicken drumsticks, or even meatballs.

How many servings does this make?

The recipe yields 10 to 12 servings as a side dish and will feed 6 to 8 people as a main course.

Yield: 10 servings

Velveeta Mac and Cheese Recipe

Velveeta mac and cheese

This rich and creamy Velveeta mac and cheese with a delicious cheese sauce and crunchy cracker topping takes comfort food to the next level! Homemade Velveeta shells are easy to prepare and make the perfect side dish for the holidays, or anytime you crave a flavorful, cheesy meal.

Prep Time 10 minutes
Cook Time 45 minutes
Total Time 55 minutes

Ingredients

Pasta

  • 1 lb / 450 g short pasta (e.g., shells, elbow macaroni, cellentani, penne)
  • 1 tsp salt
  • 2 tbsp butter

Sauce

  • 4 tbsp / 60 g / 2 oz butter
  • 4 tbsp / 30 g / 1 oz cornstarch
  • 1 tsp salt, or to taste
  • 1/2 tsp ground black pepper, or to taste
  • 4 cups / 950 ml / 32 fl oz milk (I used full-fat, but 2% or skim are fine too)
  • 16 oz / 1 lb / 450 g Velveeta cheese, cubed

Topping (optional)

  • 2/3 cup / 115 g / 4 oz Ritz cracker crumbs
  • 1 tbsp butter, melted

Instructions

Stovetop Velveeta Mac and Cheese

  1. Cook pasta. Boil the noodles in salted water, following the package instructions, until just al dente. Be careful not to overcook the pasta.
  2. Drain pasta. Drain the pasta well and stir in 2 tablespoons of butter until melted. The butter prevents the noodles from sticking.
  3. Combine butter and cornstarch. In a large skillet or pan, mix together the butter, cornstarch, salt, and pepper until a smooth paste forms and you no longer see streaks of cornstarch. Doing this ensures the cornstarch dissolves into the milk and prevents lumps.
  4. Cook sauce. Add the milk and bring to a boil over medium heat. Whisk continuously. Once the mixture starts boiling, continue cooking and whisking for 1 to 2 minutes until the sauce thickens. The sauce is ready when it coats the back of a spoon and a finger run through leaves a mark.
  5. Melt cheese. Reduce the heat to low and add the Velveeta cheese. Stir until the cheese has fully melted, then take off the heat. If desired, season with more salt and pepper according to your taste.
  6. Stir in pasta. Add the cooked pasta and stir well. Your macaroni and cheese with Velveeta is ready!

Baked Velveeta Mac and Cheese

  1. Preheat oven. Preheat your oven broiler or grill to 375°F / 190°C / gas mark 5.
  2. Mix cracker topping. Mix the ritz cracker crumbs and melted butter in a small bowl until evenly coated.
  3. Assemble dish. Top the mac and cheese with cracker topping, spreading it into an even layer.
  4. Bake mac and cheese. Broil in the oven for 8 to 13 minutes, or until the sauce is bubbling and the topping looks golden-brown.
  5. Serve. Let cool slightly before serving. Enjoy!

Nutrition Information:

Yield:

10

Serving Size:

1

Amount Per Serving: Calories: 328Total Fat: 19gSaturated Fat: 12gTrans Fat: 0gUnsaturated Fat: 3gCholesterol: 62mgSodium: 1241mgCarbohydrates: 26gFiber: 1gSugar: 9gProtein: 13g
homemade mac and cheese with velveeta

Storage & make-ahead instructions

Making Velveeta milk mac and cheese ahead of time

To make this recipe ahead of time, prepare the mac and cheese as directed, but don’t bake it or add the topping. Instead, transfer the pasta and cheese into the baking dish, let it cool completely, then cover with plastic wrap (cling film), and refrigerate for up to 2 days.

When ready to serve, allow the dish to come to room temperature before baking, for about 20 minutes. If the pasta seems too dry (cold mac and cheese usually does), stir in a few tablespoons of milk until the texture becomes creamier. Then add the topping and bake. Easy!

How to store Velveeta mac and cheese

Store leftover Velveeta mac and cheese in an airtight container in the fridge and consume within 3 to 4 days. Make sure the dish is entirely cooled before refrigerating.

Reheat mac and cheese with Velveeta

Before reheating, stir in 2 to 3 tablespoons milk to loosen the pasta. Then cover and reheat in the microwave in short bursts until heated through.

Can I freeze Velveeta shells?

Yes, you can freeze Velveeta mac and cheese. Transfer the cooled noodles into an airtight container and freeze for up to 2 months. Allow to thaw overnight in the refrigerator.

Alternately, keep it in the baking dish, covered tightly with foil. When it’s time to eat, bake the frozen mac and cheese, covered with foil for the first 40 minutes, at 350°F / 180°C / gas mark 4 for 1 hour.

creamy baked mac and cheese with velveeta

FAQ

Why use Velveeta for mac and cheese?

Yes! Velveeta, a processed cheese product similar to American cheese, is an excellent option for mac and cheese. It creates a super silky and creamy texture that is smoother than any other cheese.

Velveeta melts incredibly well without separating or clumping. Mac and cheese benefits greatly from the superb meltability because Velveeta holds the sauce together and doesn’t clump or split.

When other high-fat cheeses (e.g., cheddar) are heated, they can separate into clumps of protein in pools of liquid fat. Not so Velveeta! It contains emulsifiers that ensure smooth melting and help to retain this smoothness.

What is Velveeta?

Velveeta is a popular processed cheese with a mild flavor, characteristic orange color, and springy, soft texture. It’s a blend of whey concentrate, milk, and other dairy products. Velveeta was first introduced in the 1900s to extend the shelf life of cheese.

Is Velveeta real cheese?

No. According to the FDA, Velveeta is a processed cheese product, but not technically real cheese.

Can I make this mac and cheese without Velveeta?

Yes, you can use another melting cheese if you are fully opposed to Velveeta. While your mac and cheese will still be very delicious, it won’t have the same creaminess and smoothness. Here are some options:

  • Cheddar is the go-to choice for classic mac and cheese. I like sharp or extra sharp cheddar for a strong flavor. Mild and medium cheddar create a subtler taste and melt well.
  • Colby has a nutty aroma and creamy texture, making it an excellent choice for homemade mac and cheese.
  • Monterey Jack tastes similar to cheddar and Colby and melts into a delicious, gooey texture.
  • Gruyere melts to a velvety texture and creates a complex aroma that pairs perfectly with pasta. Consider combining cheddar and Gruyere for the best aroma.
  • Parmesan is a salty cheese with lots of tasty flavors. I like a combination of 3/4 cheddar + 1/4 parmesan. Aged parmesan is pretty salty, so be sure to adjust the amount of salt accordingly.
  • Fontina is very versatile and a great melting cheese if you like extra creamy, buttery mac and cheese.
  • Gouda is another creamy cheese. Young gouda provides a mild flavor, whereas aged and smoked goudas give a more robust flavor.
  • Mozzarella creates a gooey sauce with lots of cheese strings.

Reasons to love Velveeta mac n cheese

  • Cheesy deliciousness: Velveeta creates the most wonderful cheese sauce! It’s the very definition of comfort food!
  • Easy to make: Mac and cheese with Velveeta is a easy recipe and comes together in minutes.
  • Simple ingredients: 8 pantry staples are all you need to whip up this Velveeta mac n cheese recipe.
  • Nostalgic: Velveeta shells and cheese is such a nostalgic dish. It has all those delicious flavors you know and love from your childhood, but better.
  • Makeahead: Mac and cheese using Velveeta can be made ahead of time and baked right before serving. A great way to free up time on busy holidays.
  • Versatile: By adding extra ingredients and seasoning, you can put your own spin on this easy recipe.

More mac and cheese recipes

If you love mac and cheese as much as I do, here are a few more recipes you must try! They are so easy and full of gooey, cheesy flavor. Pair them with garlic bread for a knockout meal!

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