Velveeta Mac and Cheese
This baked Velveeta mac and cheese is meant to be scooped, not sliced. Elbow macaroni stays coated in a creamy, pale-orange sauce beneath a thin layer of golden buttered panko. Velveeta is the only cheese needed.
The key is to cook the pasta until just tender and keep the sauce slightly loose before it goes into the oven. A short bake browns the crumbs without drying out the macaroni underneath.
Servings: 6–8 side-dish servings. Prep time: 15 minutes. Cook time: About 40 minutes. Total time: About 60 minutes, including a short rest.
Ingredients for Velveeta Mac and Cheese

- 12 ounces dry elbow macaroni (340g)
- 6 tablespoons unsalted butter (85g), divided, plus a little for the baking dish
- 1/4 cup all-purpose flour (30g)
- 3 cups whole milk
- 16 ounces Velveeta, cubed (450g)
- 3/4 cup fine panko breadcrumbs (45g)
- 1 tablespoon finely chopped fresh parsley
Optional: Add 1/2 teaspoon dry mustard or freshly ground black pepper to taste. Taste the sauce before adding salt; Velveeta is already salty.
How to Make Baked Velveeta Mac and Cheese

- Cook the macaroni: Preheat the oven to 350°F (175°C) and lightly butter a 9-by-13-inch or comparable 3-quart baking dish. Boil the macaroni in salted water until just tender, about 8–10 minutes or according to the package directions. Drain without rinsing.
- Make the sauce base: Melt 4 tablespoons butter in a medium saucepan over medium heat. Whisk in the flour and cook briefly, stirring. Gradually whisk in the milk to prevent lumps. Cook, stirring, until the sauce lightly coats a spoon but still pours easily, about 5–7 minutes.
- Melt the cheese: If using dry mustard, whisk it into the sauce. Reduce the heat to low and add the cubed Velveeta in batches, stirring until smooth, about 3–5 minutes. Add pepper if using, then taste before adding any salt. The sauce should still look slightly loose.
- Assemble: Fold the macaroni into the sauce and spread it in the prepared dish. Sauce should be visible between the pasta pieces. Melt the remaining 2 tablespoons butter, toss with the panko, and scatter the crumbs in a thin, even layer over the top.
- Bake: Bake uncovered for about 20–25 minutes. Start checking around 18–20 minutes. Take the dish out when the crumbs are lightly golden, the edges bubble gently, and the pasta beneath still looks moist. Do not bake until the center is firm.
- Rest and serve: Let stand for about 5 minutes. Spoon out loose portions and sprinkle the parsley sparingly over each serving.
How to Keep Baked Mac and Cheese Creamy
Just-tender macaroni needs only a short bake to heat through. Pasta that is still hard in the center will absorb more sauce in the oven, while a sauce that is already thick before baking leaves less moisture for the finished dish.
Use the topping and edges to judge doneness rather than waiting for the center to set. For another oven-baked take, try this classic baked mac and cheese.
Getting a Light Golden Crumb Topping
Coating the fine panko with melted butter helps it brown during the short, uncovered bake. Keep the layer thin so the creamy macaroni remains visible. If your baking dish is especially wide, watch the crumb color and remove the casserole once the edges bubble gently.
Serving Velveeta Mac and Cheese
Serve loose scoops alongside ham or roast pork, or add a vegetable side for dinner. For a larger comfort-food spread, pair it with homemade green bean casserole.
Storing and Reheating Leftovers
Refrigerate leftovers in an airtight container for about 3 days. Reheat gently on the stovetop or in the microwave, stirring in a splash of milk if the pasta has absorbed the sauce. The breadcrumb topping will soften during storage and reheating.
Portions can also be frozen tightly wrapped for up to 3 months, though the crumbs may lose their crispness.
Nutrition
Approximate nutrition per serving, based on 8 side-dish servings: 485 calories, 18g protein, 25g fat, and 49g carbohydrates. Approximate values per 100g of finished mac and cheese: 185 calories, 7g protein, 9g fat, and 19g carbohydrates. Values will vary with ingredient brands, portion size, and moisture lost during baking.
Equipment
- Large pot
- Colander
- Medium saucepan
- Whisk
- 9-by-13-inch baking dish
Ingredients
For the macaroni and cheese
- 12 ounces dry elbow macaroni (340g)
- 6 tablespoons unsalted butter (85g), divided, plus a little for the baking dish
- 1/4 cup all-purpose flour (30g)
- 3 cups whole milk
- 16 ounces Velveeta, cubed (450g)
For the topping
- 3/4 cup fine panko breadcrumbs (45g)
- 1 tablespoon finely chopped fresh parsley
Optional
- 1/2 teaspoon dry mustard
- Freshly ground black pepper, to taste
- Salt, to taste
Instructions
- Preheat the oven to 350°F (175°C). Lightly butter a 9-by-13-inch or comparable 3-quart baking dish.
- Boil the macaroni in salted water until just tender, about 8–10 minutes or according to the package directions. Drain without rinsing.
- Melt 4 tablespoons of butter in a medium saucepan over medium heat. Whisk in the flour and cook briefly, stirring.
- Gradually whisk in the milk. Cook, stirring, for about 5–7 minutes, until the sauce lightly coats a spoon but still pours easily.
- If using, whisk the dry mustard into the sauce. Reduce the heat to low and add the Velveeta in batches, stirring until smooth, about 3–5 minutes. Add pepper if desired and taste before adding salt. Keep the sauce slightly loose.
- Fold the macaroni into the sauce and spread it in the prepared baking dish, leaving visible sauce between the pasta pieces.
- Melt the remaining 2 tablespoons of butter and toss with the panko. Scatter the crumbs in a thin, even layer over the macaroni.
- Bake uncovered for about 20–25 minutes, checking around 18–20 minutes. Remove when the crumbs are lightly golden, the edges bubble gently, and the pasta beneath still looks moist.
- Let stand for about 5 minutes. Serve in loose scoops and sprinkle with parsley.
Tips
- Cook the macaroni until just tender before baking.
- Keep the cheese sauce slightly loose; it will thicken as it bakes.
- Use a thin layer of buttered panko so the creamy macaroni remains visible.
- Judge doneness by the golden crumbs and gently bubbling edges rather than waiting for the center to set.
- Taste the sauce before adding salt because Velveeta is already salty.
