How to Make the Cheesiest Macaroni & Cheese


Simple, pure, unadulterated, cheesy. That’s kid-pleasin’ mac ‘n’ cheese, and so much better than anything you can get out of a box! Of course, kids have a weird thing about mac ‘n’ cheese from the box. They actually like it. But I can’t stand it when I see that powdered cheese come out of the little white packet and go into the pot. Powdered cheese is so gross! And so, years ago, with little children who loved their mac ‘n’ cheese, I went in search of the cheesiest homemade mac ‘n’ cheese that would not only fulfill the children’s plain and simple mac ‘n’ cheese dreams but also fit the bill for a fast dinner–which, after all, is what often drives us moms to open a box to start with.

I tried a lot of different cheeses. Hard cheeses take longer to melt (it’s easier to melt shredded cheese, so if you use a hard cheese, shred!) and I love mac ‘n’ cheese with flavored cheeses like garlic cheddar or pepper jack–but just try to get a four-year-old to eat that! They want that stuff from the box!

And so eventually I turned to Velveeta, which is a processed cheese, but at least it doesn’t come powdered in a little white packet. And hey, it has a third less fat than cheddar! Says so right on the box! But whatever. Kids love Velveeta!

And this….

….combined with this….

….is heaven on a plate whether a kid is four or fourteen. (Or maybe even forty or eighty.)

And so I put my garlic cheddar mac ‘n’ cheese dreams aside, along with that box of powdered cheese. I also set aside my fantasies of adding chopped onions and peppers or other vegetables, or even ground beef or ham or chicken or– Or anything!

Because that’s not what kids want.

Kids want that stuff from the box!

But here’s how to make it better (and almost as fast!), with simple-to-keep-on-hand ingredients for those last-minute desperate-dinner nights.

Printer-Friendly Printer-Friendly
How to make the Cheesiest Macaroni & Cheese:

1 cup elbow macaroni (measure uncooked)
1 tablespoon butter (or margerine)
1 tablespoon flour
dash of pepper
1 1/4 cups milk
8 ounces Velveeta cheese

(Recipe easily doubles, triples, and so on.)

Preheat oven to 350-degrees. Boil the macaroni while you prepare the cheese sauce. For cheese sauce, melt butter in a large saucepan on medium heat. (If you don’t have children to upset, this is the point where you’d want to add chopped onions, peppers, etc, to saute in the butter.)

Add one tablespoon flour and a dash of pepper to the melted butter. (Only a dash! Do not upset the children!)

Stir to combine butter, flour, and pepper.

Add milk all at once, stirring on medium heat until the flour and butter dissolve into the milk and the entire mixture thickens and starts to bubble.

Then open the Velveeta. (Insert angels singing.)

A box of Velveeta is 32 ounces, so cut off one-quarter of the Velveeta hunk. If you don’t cut the exact amount, don’t worry about it. Especially if you happen to cut a little more. Kids love more. (If you’re using a hard cheese, 8 ounces is about two cups shredded cheese, or if you want to cut up the Velveeta, this would also be approximately two cups cubed Velveeta–but don’t get stuck on being precise. Just cut off a big hunk that is about a quarter of the Velveeta.)

I don’t take the time to cube it. I just cut it up roughly and drop it right in the pan. Velveeta melts easily and quickly.

What the heck, cut off another thick slice and stick that in there, too. We’re going for cheesy here!

Oh my…………….

Spoon in the cooked, drained macaroni. (If you’re adding cooked ground beef or other meat, mix in along with the macaroni.)

Transfer to a greased casserole dish. Entire prep time (not counting baking) is about 20 minutes. Including baking time, you can walk in the door and have this on the table in 45 minutes. Not bad in comparison to using a box mix, and it’s so much better.

Don’t you think we should decorate the top with homegrown sliced tomatoes? Then we could add another dash of pepper and a sprinkling of chives–

STOP THAT! Are you TRYING to upset the children? Do you want the entire house to explode from this untenable adulteration of mac ‘n’ cheese in its pure cheesy goodness?!

Whew. Never mind. Everything’s back under control.

So stop looking at me like that.

(I don’t know where he came from. I think the children sent him when they heard me talking about putting tomatoes on top of their mac ‘n’ cheese.)

The natural order of the universe has been restored.

Bake at 350-degrees for about 20-25 minutes.

Call the kids!

(Double the recipe if you expect to get any. And if you don’t have kids, have some garlic cheddar mac ‘n’ cheese for me. With bow-tie pasta instead of elbow macaroni. And some sauteed shiitake mushrooms.)

See this recipe at Farm Bell Recipes and save it to your recipe box.

See All My Recipes
Printer-Friendly Printer-Friendly


  1. tillie says:

    this recipe i must try!!! never thought of using a roux for the cheese sauce…great idea! i sometimes throw in a couple of spoons of sour cream…but don’t tell the kids.

  2. Patty says:

    Everytime I come here I get hungry… :hungry:

  3. Kathleen in Michigan says:

    I have to admit I like the stuff out of the box. But not Kraft, I like the cheap stuff best. And my all time favorite is the White Cheddar Mac and Cheese. Yum!

  4. TeresaH says:

    I like Kraft Mac & Cheese, but home made is better! I’m hungry for that now! :hungry:

  5. IowaDeb says:

    Yea.. the good stuff.Where would we be without Velvetta? It’s so versable.

  6. Sarita says:

    Bread crumbs with butter dotted on top before sliding into the oven…that’s how I do it. Here it’s Hubby not kids who asks for M&C!

    Great photos!

  7. Blaze says:

    *shifty eyes*
    um..I kinda like it from the box.
    But don’t tell anyone!

    Though I totally add my own cheese plus the powdered cheese cause..well..its not cheesey enough!
    But adding velveeta..MMMMMM!
    I will be trying that for sure now..but it’ll still come out of a box the way god intended! :hungry:
    *fist shake at the sky*

  8. Suzanne, the Farmer's Wife says:

    Kraft Mac and Cheese has never been allowed in our house because it’s what the Farmer lived on when he was in college. I like this Velveeeta version, it’s what I make most of the time. My all-time favorite though is Patti LaBelle’s recipe called, Over the Rainbow Macaroni and Cheese. It’s unbelievable, but mostly something that appeals to adults.

    – Suzanne, the Farmer’s Wife

  9. Shari C says:

    Oh, my goodness! Mac & Cheese…my favorite even if I am no longer a kid. I love it and can’t wait to try this. I admit I am one of those that always had a box of it on hand and not only for me, but the kids. Thank you for this recipe…looks wonderful to me.

  10. Lisa says:

    You’ll have grandkids one day in the not-too-distant future so might get a laugh out of this. My husband had his grandson who was visiting from Oklahoma. The boy was about 6, so ‘The Box’ was requested for lunch. Ever the economical man, the husband bought the brown ‘Box’. Not only did the child not want to eat it, even the dogs refused to eat it. It ended up going to the chickens who ate it!

  11. hawkswench says:

    Oh no not Velveeta! LOL my husband won’t allow that stuff into the house. I do get the boxes of mac and cheese but not for mac and cheese. The macaroni goes into the pasta container but the powdered stuff is use for cheese popcorn. The mac and cheese we have here uses colby cheese and tomatoes.

  12. jane says:

    who does not love mac and cheese. i use to eat at a restaurant in the old part of Dallas that served is as an entre. it was in a small iron skillet with 3 different kinds of cheese and several kinds of pasta, bread crumbs on top and butter. unreal. better than cake

  13. Robin G. says:

    I’m sorry, but I have to protest the premise that Velveeta is, in fact, cheese. It is a processed imitation cheese product, perhaps, but not cheese.

    Personally, I prefer cooked macaroni layered with shredded cheddar, salt, pepper, and paprika, baked for about 20, possibly layered with bread crumbs.

  14. hayseed says:

    Have you tried Martha Stewart’s macaroni and cheese recipe (the one with the cubed bread on top)? Delicious for both adults and kids (and one of the only Martha recipes that I have made successfully and that was kid-approved). Yours looks good too.

  15. angiecmt says:

    I always liked Kraft – never would eat that stuff my grandmother would make – now wish I had – LOL

    This looks yummy and I have the ingredients to make it – sounds good tonight on this rainy day!


  16. Jill S. says:

    My favorite dish! And sometimes you can get away with adding a little chopped broccolli for veggies . . .

  17. Remudamom says:

    I shouldn’t admit this to a good cook, but I love Velveeta cheese sauce poured over………..tator tots. And lima beans.

    Whew, what a relief to admit that.

    My dd is eyeballing your mac n cheese, I think we’ll be out of Velveeta by this evening.

  18. Nancy in Atlanta says:

    Funny – I, too, shudder at the thought of powdered cheese but now I’m enthralled with the idea of using the packet for cheese popcorn! But I DO buy the box – but the “delux” box with “real” velveeta! I suppose I could stay in my small kitchen long enough to actually make this version – but my kid is grown-up and living in Iowa so I could safely add garlic and onions and hamburger and pepper and…… :catmeow:

  19. tammathau says:

    I LOVE velveeta! My mom made everything from scratch so I never tasted mac&cheese from a box til I moved out. She would make mac & cheese similar to your recipe but would skip the baking. Macaroni, velveeta, a dab of butter, splash of milk and salt and pepper cooked in a pan on the stove! She always served mac & cheese with sloppy joes and peas. That’s my comfort food!

    Thanks….now I’m hungry!!

  20. Abiga says:

    We love macaroni and cheese especially the homemade version. My daughter’s hubby loves the Kraft kind and would eat it everyday. He thinks it is the best mac and cneese ever. he only tolerates homemade which we usually eat if he is not home. I am not crazy about Velveeta but yes, it does make great mac and cheese. Blessings.

  21. Lisa says:

    Suzanne, I showed your egg pictures to the chicken man (aka the husband) and he thinks they’re probably duck eggs. Are all the chickens roosting? If they are, chances are the eggs are coming from the ducks.

  22. Crystal B. says:

    I love macaroni and cheese. Those pictures made me crave it.

  23. Susan says:

    No box Mac & Cheese or Velvetta allowed in this house. We use a combination of cheeses in ours and add veggies.

    Congratulations on the eggs! :shimmy:

  24. catslady says:

    It was rare to have macaroni with anything but tomato sauce in our house ’til my mom went to work then the box appeared – I loathed it. Eventually when my kids were able to ask for it I would make it but not eat it lol. Then I found the velveeta mac and cheese (the cheese is already melted in the packet)or the white cheese which at least has less coloring added. Your recipe sounds like a good one to try (and something even I can do that doesn’t involve yeast lol).

  25. Donna says:

    LOL That was cute…the Rooster eyeing you! LOL
    Okay, I have to admit, I was a Kraft in the box, powdered cheese mix, addict..I would eat no other and not even homemade was as good to me…UNTIL…I had my mother in law’s mac and cheese, that she makes for all the little nephews/neices.
    When I first saw it, I thought – it’s white. But, upon tasting, it was sooooo good, so I asked what it was – I had NO idea it was Velveeta because prior to this, I HATED VELVEETA.
    I found, she just boils large mac noodles and then puts in a couple TBSP.’s of butter and about a cup of milk (for a LARGE pot) and heats that up (and I did find butter is KEY). Then, when that is all hot and butter melted, THEN, she adds some Velveeta…not is not orange when done – that’s too strong and thickens and is YUCK…after experimenting, one finds JUST THE AMT. they like. It took me a couple times – first it was too milky and couldn’t taste the cheese…so next time I put too much and it was thick and strong…now I pretty much know…AND IT THICKENS AS IT COOLS, so I have to remember that. But oh….it is the best..I won’t eat any other now…I just heat all that up and serve!!! :mrgreen:
    I have tried to go back to the box, since this and I could not EVEN EAT IT…it was salty and GROSE to me.

  26. Donna says:

    Oh, of course, I forgot to put, DRAIN the mac noodles..common sense…before adding the butter and milk.

  27. Amanda T. says:

    I have an awesome recipe for mac & cheese using white american cheese from the deli. I will look for it tonight and post it over on the forum. :hungry:

  28. Estella says:

    With just two of us eating, the box is much simpler.

  29. Jessica says:

    Velveeta is awesome!!! Im so stealing this recipe now (but Ill add the garlic! and maybe some sausage or something fun!) I love putting velveeta in grits. it makes the most amazing creamiest cheese grits in the world!

  30. Amy Addison says:

    I use parm. for my mac & cheese. Getting a craving….

  31. Jodie says:

    I love homemade mac & cheese, even the kind with velveeta. I did swear off the box m&c after college, when I started using cookbooks for recipes. But the boxed deluxe kind with velveeta was perfect for mixing with hamburger to make homemade cheese burger macaroni (an old hamburger helper that my mom used to make in the 70s).

  32. Dana says:

    I loves me some velveeta in the macaroni! Baked or unbaked, I eat it either way!

  33. Diane says:

    Me and my son adore mac cheese and I’ve recently done an experiment to see how much chopping of cheese you can get away with. Huge chunks still melt down fairly easily if you stir gently and avoid milk waves and all without the mess of grating.
    I put segments of tomato in ours and then grill it until it bubbles and browns on top. They’re delicious!
    I’ve put brie in too recently and that always gets a positive response from my son!

  34. Belladonna says:

    I was telling my husband about your recipe Suzanne and he likes it this way that you make it – he said his mom used to always make it this way….and he likes that crust browned…she made it like I do above, but just adds thin cheese on top and then bakes until melted/browned…YUM

  35. Cindy Wright says:

    Very good. I made this last night for supper.

  36. Brianna says:

    I think you stole my Dad’s recipe! It’s great, and my kids love it when their Grandpa brings Mac n Cheese over!

  37. Amy says:

    This looks delicious!

    Just a few questions, how many does this feed?
    And what size pan should I use if I double the recipe?

    Thanks!!! :mrgreen:

  38. Suzanne McMinn says:

    Hi, Amy! Well, it depends on your people how many it serves, but for us, it’s four. I often double it so there will be leftovers. I can barely squeeze it in a 1.5 quart casserole dish when it’s double. A 2 quart is really better. Or you can do it in a 9×11 cake pan, but it will sit thinner that way so watch it when you’re cooking as it won’t take as long to bake!

  39. Amy says:

    I thought I would take the time to leave a comment about how absolutely DELICIOUS this was!!! I made it for Thanksgiving dinner and everyone loved it!

    I personally am going to make it with less cheese next time because I added more than what was called for. But no one in the house cared haha. It went by pretty quick so I am happy I doubled that recipe.

    Thanks for the keeper!! :clap:

  40. Laura says:

    Good recipe! I tried it yesterday and it worked great until I answered the phone. I had brown, extra-crispy cheese floaters that I had to fish out. So, note to self: For the love of God, Allah and Vishnu, do NOT leave the sauce to answer the phone. You can call them back! :chef: :heart:

  41. Amanda says:

    Hi – love your new page layout. I wanted to thank you for the mac n cheese recipe – it reminds me of the stuff my Nana made when I was a kid. Made it for my brother when he came to visit (I use pepper-jack (I don’t have kids)) and he LOVED it. 🙂

    Keep up the good work. 😉

  42. JoLinda Flemister says:

    Broken Kid will only eat the Velveeta Mac & Cheese and Teenager will only eat the Blue Box. I prefer homemade over any other and I am “allowed” to chop hot dogs into every now and then. I am so bad that I buy the Cheesy Hot Dogs. You can never have too much cheese in Mac & Cheese.

  43. SuzzyQ says:

    I made this today and yummmmmmm!! I added some grated Romano cheese left over from Olive Garden,garlic salt and used canned reconstituted milk as it is so rich! Can’t wait for my family to
    get home to try this! Thank you so much!

  44. Linda Barry says:

    I make my “Mac ‘n’ Cheese” similar to yours, but I there is another cheese I like better than Velveeta for it because of the flavor and the consistency. The cheese is Kraft brand “Deluxe American Cheese” in the grocery refrigerated cheese section near the eggs and butter. It is now packaged in a zip loc bag and is sliced.

    Previously and for years, it was packaged in a 1-lb. or 2-lb. block of cheese in a bright medium blue box and was kept in the unrefrigerated grocery section next to the Velveeta boxes.

  45. Alberta Price says:

    I have actually always made my mac and cheese with velveeta and mild cheddar….I do shred both cheeses although velveeta is soft and is hard to shred…then I make my roue, cook the cheeses, milk and roue until blended, pour over mac and bake….yum

  46. Beth says:

    Wow!!! Thankyou so much for such a good recipe! I’m a kid, well… teen, and I’ve been trying to find a GOOD recipe for this for awhile. This one is the best I’ve found! Thankyou so much! I’m definitly going to go make this for lunch! :snoopy: Plus it was funny and cute! Which is always better than a boring old cookbook!
    Thankyou!!!! You are awesome!

  47. MM says:

    Suzanne, this is the exact recipe my Mom has been making for more than 40 years! The only thing she measures is the macaroni, the rest is by experience. Sometime we add cubed ham.

    Between stuff that happens when your trying to put dinner together in a hurry, sometimes the cheese sauce burns a bit on the bottom of the pot. Since we bake the mac and cheese in corning ware, I microwave the cubed cheese with some of the milk in the corning ware and then add it to the white sauce. (I usually melt the velveeta with some milk in the microwave while the pasta is cooking, drain the pasta, and then use that same pot to make the white sauce.) No more scorched pot, and the corning ware was going to be used anyway.

  48. Dale Lindeman says:

    I love homemade mac and cheese! My kids love it too! But i use the white sauce and extra sharp cheddar cheese. I don’t like it with Velveeta. The texture isn’t right.

  49. Sheila says:

    I’m gonna make this for dinner tonight and add in some bacon bits and pepperoni (as my hubby and son like bacon bits and pepperoni) :).

Add Your Thoughts