Baked Macaroni and Cheese (with Velveeta)

This tried and true recipe for baked macaroni and cheese is pure comfort food. It’s got 3 cheeses including Velveeta to help make it creamy without making a roux. It’s our go-to side dish for holiday meals and special occasions.

macaroni and cheese with crunchy topping in white baking dish.

When it comes to holidays like a Thanksgiving menu or a Christmas dinner party, this homemade mac-n-cheese serves a crowd and is pretty much foolproof.

We look forward to this recipe all year long; I only make it when we have lots of guests to feed because it makes so much. This is a baked version that’s dense and holds together well. You can actually cut it into squares for serving.

For a simpler weeknight version I always grab my mayonnaise macaroni and cheese recipe. It’s still full of flavor but takes lest effort.

Ingredient Notes

I’ve made this recipe in so many ways and it’s always delicious. You can experiment with different types of cheese.

You can substitute the cheddar cheeses with another type like swiss, gruyere, parmesan, pepper jack, or gouda, and make sure to grate it yourself.

  • Elbow macaroni. This is standard for macaroni and cheese although you can venture outside of that with other small pasta shapes like shells, radiatori, cavatappi, farfalle, etc.
  • Velveeta loaf. This gives the dish a smooth creamy texture and adds flavor. My best tip is to use a box grater to shred it just like the other cheeses. That way it will melt easily into the pasta.
  • Cheddar cheese. I use a combination of white cheddar and extra-sharp orange cheddar for variety. Buy them in blocks and shred it yourself.
  • Eggs. Eggs help bind the ingredients together, creating a firm consistency that you can cut into.
  • Bread crumbs. While this is optional, I love topping macaroni and cheese with a crunchy topping to add texture and more flavor. For this recipe I often use half bread crumbs and half panko.

How to Make It

You don’t have to spend time making a roux for this recipe. Evaporated milk and half-and-half keep it moist and creamy, while eggs give it body.

  1. Cook the pasta in a large pot of boiling water according to package directions, but cooking for about 1 minute less than al dente. Drain the pasta, place it back into the hot pot (not over heat), and toss with a little olive oil.
cooked elbow pasta in pot with orange cheese stirred in.
  1. Add the shredded Velveeta cheese to the hot pasta, and stir until it’s completely melted.
  2. Once the cheese loaf has melted, stir in the other cheeses and pour into a prepared baking dish.
macaroni and creamy liquid in white baking dish ready to bake.
  1. In a medium size bowl combine the sauce ingredients using a whisk. Pour the mixture over the pasta in the casserole dish and give it a little mix so the liquid is equally distribute throughout.
  2. Bake uncovered, adding the bread crumb topping during the last few minutes of baking.

Make Ahead

If you’re making this for the holidays, prep it early in the day so it’s ready to put in the oven an hour before you’re ready to eat. Just store it covered in the fridge and either put it into a cold oven so the dish can heat up slowly, or let it sit at room temperature for at least 30 minutes so the cold dish doesn’t go directly into a hot oven, which can cause it to break.

Helpful Tips

  • I want to reiterate the point of using the box grater to shred the Velveeta cheese loaf. I’ve tried this recipe incorporating it in various ways, and found that having those small, slim pieces helps it to melt and integrate seamlessly with the pasta.
  • Cook pasta just under the recommended time for al dente. For example, the box said to cook for 6-7 minutes so I cooked it for about 5 minutes. Taste it to see if it’s soft enough at that point. It should have a bite to it but not hard or crunchy. It will continue to cook through in the oven.
  • Once baked, allow the casserole to sit for at least 5 minutes before serving. That way the cheese sauce can cool slightly and set up.
  • For a denser pasta dish use 12 ounces of macaroni. For a more saucy dish, use 8 ounces of pasta.
  • If you want to leave off the topping, no problem. It’s still amazing!
macaroni and cheese casserole with scoop taken out.

PARTY TIP: Bake this in a large chafing dish so it can be kept warm on a party buffet table at large gatherings.

More Baked Side Dishes

If you like this baked macaroni and cheese, here are some more side dish casseroles that are great for holiday cooking and family gatherings.

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baked mac and cheese in white dish, with panko topping.

Baked Macaroni and Cheese with Velveeta

Yield: about 10
Prep Time: 20 minutes
Cook Time: 55 minutes
Total Time: 1 hour 15 minutes

Three delicious cheeses make this side dish a delightful indulgence. Prepare it several hours ahead and then bake it when ready for easy entertaining. Serve this at all your holiday meals for a tried and true macaroni and cheese dish.

Ingredients

  • 10 ounces elbow macaroni, cooked
  • 2 Tablespoons olive oil
  • 1 (16-oz) loaf Velveeta cheese, shredded using the large holes of a grater
  • 1 cup shredded white cheddar cheese
  • ½ cup shredded sharp or extra sharp orange cheddar cheese

Cream Sauce

  • 1 (12-oz) can evaporated milk
  • 1 ½ cups half-and-half
  • 3 large eggs, lightly beaten
  • ¼ tsp salt
  • ¼ tsp pepper

Topping

  • ⅔ cup bread crumbs
  • 3 Tablespoons butter, melted

Instructions

  1. Cook macaroni in a large stock pot of boiling salted water. Follow package directions and cooking about 1 minute less than al dente.
  2. Drain and toss the pasta with the olive oil. While pasta is still hot, stir in Velveeta until melted and completely integrated, then stir in cheddar cheeses and mix to combine.
  3. Spoon into a lightly greased 11 x 9 inch baking dish.
  4. Whisk together the milk, half-and-half, eggs, salt and pepper, and pour over pasta. Stir a bit just to distribute the liquid evenly.
  5. Bake at 350º F for 50-55 minutes.
  6. Combine the topping ingredients together and spread over the top of the macaroni and cheese during the last 7-10 minutes of baking.

Notes

Try my other favorite cheese combination of 1 cup sharp cheddar and ½ cup shredded or grated Parmesan.

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