Creamy Baked Mac and Cheese (with Velveeta)

This tried & true recipe for baked creamy mac and cheese is pure comfort food. It’s got 3 cheeses including Velveeta, and it’s easy to make without 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 I want to feed my guests delicious home cooking, I serve this homemade mac-n-cheese. It serves a crowd and it’s pretty much foolproof! That makes it perfect for Easter supper, Thanksgiving or Friendsgiving meals, and our Christmas dinner party.

We look forward to this recipe all year long. I only make it when we have lots of guests because it makes so much, plus it’s rich and indulgent. It goes great with turkey, ham, beef, pork or lamb.

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

Why You’ll Love It

  • Crowd-pleaser. This is ideal for holiday entertaining or family gatherings. It’s hearty and satisfying!
  • Easy. 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.
  • Flexible. I’ve made this recipe in so many ways and it’s always yummy. You can experiment with different types of cheese, you can even increase the noodles although the density of the dish will also increase.


Here’s a list of main ingredients. Other basics include olive oil, salt and pepper.

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. These are classic for macaroni and cheese although you can venture outside of that with other small pasta shapes like shells, radiatore, cavatappi, farfalle, etc.
  • Velveeta loaf. This gives the dish a smooth 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.
  • White Cheddar cheese. White cheddar adds a nutty flavor and melts beautifully. Buy a block and shred it yourself.
  • Cheddar cheese. The combination of the white and the orange cheddar cheeses give the dish more depth. Use sharp or extra sharp for best taste, and shred the block yourself.
  • Evaporated milk. I love using this pantry staple because it’s easy to have on hand when you need it. Plus, in baking, it helps create a smooth luxurious sauce.
  • Half-and-Half. This adds richness and body to the sauce.
  • Eggs. Eggs help bind the ingredients together, creating kind of a custard-like sauce.
  • 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.
  • Butter. Melted butter is used with the bread crumb topping to help it bake toasty and golden.

How to Make It

  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 pot, 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. 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 topping ingredients 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.

Expert 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 creamy baked mac 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.


  • 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
  • 1/2 cup shredded sharp or extra sharp orange cheddar cheese

Cream Sauce

  • 1 (12-oz) can evaporated milk
  • 1 1/2 cups half-and-half
  • 3 large eggs, lightly beaten
  • 1/4 tsp salt
  • 1/4 tsp pepper


  • 2/3 cup bread crumbs
  • 3 Tablespoons butter, melted


  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.

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