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Creamy Baked Mac and Cheese

  • Author: Lynette
  • Prep Time: 15 minutes
  • Cook Time: 30 minutes
  • Total Time: 45 minutes
  • Yield: 12 1x
  • Category: Side Dish
  • Method: Oven
  • Cuisine: American


The combination of sharp cheddar cheese and Velveeta make this creamy baked mac and cheese a true family favorite! Baked with a crumbly topping on a homemade cheese sauce with elbow macaroni, this delicious side dish is baked for only 30 minutes!


Units Scale
  • 16 oz elbow macaroni
  • 6 Tablespoons salted butter, divided
  • 1/3 cup all-purpose flour
  • 2 cups milk
  • 12 oz evaporated milk
  • 1 teaspoon salt
  • 2 cups cheddar cheese, shredded
  • 2 cups Velveeta
  • 3/4 cup Italian bread crumbs


  1. Preheat oven to 350˚ F.
  2. In a large stockpot, boil water. Add elbow macaroni and cook until al dente following package directions. Drain and set aside.
  3. While the pasta is cooking, in a medium stockpot melt 4 Tablespoons of butter over medium heat. Add the flour and stir until well combined. Add the salt, milk and evaporated milk and bring to a simmer. Let simmer stirring constantly until it starts to thicken. Add the cheese and stir until melted. Turn off the heat.
  4. Return the drained elbow macaroni to the empty large stockpot. Pour the cheese sauce over the macaroni and stir until combined.
  5. Pour the mac and cheese into a 9×13 greased pan. Take the remaining 2 Tablespoons of butter and melt it. Stir in the bread crumbs into the melted butter. Sprinkle over the mac and cheese.
  6. Bake in a 350˚ F oven for 30 minutes. Serve immediately.


Make Ahead: If you want to make this recipe ahead of time, I suggest making the cheese sauce and then refrigerating it until ready to combine with the cooked pasta. Reheat over the stove on low stirring constantly. Add the al dente elbow macaroni and follow directions as shared.

Freezer: This recipe freezes well! While the macaroni and cheese wont’ be as creamy, it maintains it’s same great flavor. Reheat by microwaving on 50% power until hot.

Leftovers: Store the leftover macaroni and cheese in a covered container in the refrigerator for up to 3 days.


  • Serving Size: 1 cup
  • Calories: 337
  • Sugar: 5.1
  • Sodium: 237.1
  • Fat: 14.3
  • Carbohydrates: 38
  • Protein: 13.6
  • Cholesterol: 37.9

Keywords: creamy baked mac and cheese, baked macaroni