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A freshly Velveeta Cheese Baked Macaroni casserole with a golden, crispy top, resting on a kitchen counter with a serving spoon ready.

Velveeta Cheese Baked Macaroni

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This ultra-creamy Velveeta cheese baked macaroni is the ultimate comfort food! Made with simple ingredients and baked to golden perfection, it's the perfect cheesy, gooey side dish or main your whole family will love. Easy to customize, great for holidays, potlucks, or any day you crave something indulgent and delicious.
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Prep Time 15 minutes
Cook Time 25 minutes
Resting Time 5 minutes
Total Time 45 minutes
Servings: 6 people
Course: dinner, Side Dish
Cuisine: American, Southern
Calories: 450
Ingredients Equipment Method Nutrition Notes

Ingredients
  

  • 16 oz Elbow macaroni Uncooked
  • 2 tbsp Butter Unsalted
  • 2 tbsp All-purpose flour
  • 2 cups Whole milk Warmed
  • 16 oz Velveeta cheese Cubed
  • 1 cup Shredded cheddar Optional for extra flavor
  • 1/2 tsp Salt Or to taste
  • 1/4 tsp Black pepper Or to taste
  • 1/2 tsp Paprika Optional for color/flavor
  • 1/2 cup Breadcrumbs Optional for topping

Equipment

  • 1 9x13-inch baking dish Lightly greased
  • 1 Medium saucepan For cheese sauce
  • 1 Large Pot For boiling pasta
  • 1 Whisk To stir sauce smoothly
  • 1 Wooden spoon For stirring everything

Method
 

  1. Preheat oven to 350°F (175°C) and lightly grease a 9x13-inch baking dish.
  2. Cook macaroni in salted water until just al dente. Drain and set aside.
  3. Make the roux: In a saucepan over medium heat, melt butter. Whisk in flour and cook for 1–2 minutes.
  4. Add milk: Gradually whisk in warm milk. Stir until the mixture thickens slightly.
  5. Add cheese: Lower heat, add cubed Velveeta (and cheddar if using). Stir until melted and smooth.
  6. Combine: Mix cooked pasta with the cheese sauce. Pour into prepared baking dish.
  7. Top and bake: Sprinkle breadcrumbs and paprika on top if using. Bake uncovered for 20–25 minutes or until golden and bubbly.
  8. Rest: Let sit for 5–10 minutes before serving for best texture.

Nutrition

Calories: 450kcal

Notes

  • Use gluten-free pasta and flour for a gluten-free version.
  • Add steamed broccoli, peas, or spinach for a veggie boost.
  • Make ahead: Assemble the dish and refrigerate (unbaked) up to 24 hours.

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