If you're looking for a mac and cheese recipe with the perfect balance of cheesy and creamy, the search ends here.

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Ingredients

5
Original recipe yields 5 servings
The ingredient list now reflects the servings specified
Ingredient Checklist

Directions

Instructions Checklist
  • Heat oven to 350 degrees F.

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  • Melt 3 Tbsp. butter in medium saucepan on medium heat. Whisk in flour; cook 2 min., stirring constantly. Gradually stir in milk. Bring to boil; cook and stir 3 to 5 min. or until thickened. Add VELVEETA; cook 3 min. or until melted, stirring frequently. Stir in macaroni.

  • Spoon into 2-qt. casserole sprayed with cooking spray; sprinkle with Cheddar. Melt remaining butter; toss with cracker crumbs. Sprinkle over casserole.

  • Bake 20 min. or until heated through.

Special Extra:

Stir in 1/4 cup OSCAR MAYER Real Bacon Bits with the cooked macaroni.

Nutrition Facts

497 calories; 25.9 g total fat; 75 mg cholesterol; 869 mg sodium. 46.7 g carbohydrates; 18.6 g protein; Full Nutrition

Reviews (106)

Read More Reviews

Most helpful positive review

Rating: 5 stars
05/20/2013
This recipe was awesome! My son's father said this was his new favorite meal (paired with a Arkansas Green Beans & Aussie Chicken both recipes off this site). And he is somewhat hard to please at times so to say his favorite means a lot. The crushed crackers was a nice add on that id never tried before. Read More
(36)

Most helpful critical review

Rating: 3 stars
06/17/2013
Just average and just okay as written. Because I love my macaroni and cheese creamy I love it made with Velveeta. You can't ask for a smoother creamier sauce. But a good macaroni and cheese can't just depend on the Velveeta. So...this was off to a good start but I made a couple of observations. First the flour isn't necessary. At all. In fact I found I needed more milk just to overcome the thickness the flour was responsible for. Second this needed some cheesiness and in the sauce not just sprinkled on top. A good spoonful of King Arthur Flour's Vermont Cheddar Cheese Powder fixed that right up. (Love that stuff) Finally and subjective perhaps but I'm just not a fan of crushed Ritz crackers on my mac and cheese. I crushed up some good bakery croutons and used them for the topping instead. Once I monkeyed around with this it was to die for - creamy smooth full of cheesy flavor and a topping with a slight buttery crunch. Five stars with the above-mentioned modifications but rather mediocre as is. Read More
(104)
136 Ratings
  • 5 star values: 89
  • 4 star values: 29
  • 3 star values: 11
  • 2 star values: 6
  • 1 star values: 1
Rating: 3 stars
06/16/2013
Just average and just okay as written. Because I love my macaroni and cheese creamy I love it made with Velveeta. You can't ask for a smoother creamier sauce. But a good macaroni and cheese can't just depend on the Velveeta. So...this was off to a good start but I made a couple of observations. First the flour isn't necessary. At all. In fact I found I needed more milk just to overcome the thickness the flour was responsible for. Second this needed some cheesiness and in the sauce not just sprinkled on top. A good spoonful of King Arthur Flour's Vermont Cheddar Cheese Powder fixed that right up. (Love that stuff) Finally and subjective perhaps but I'm just not a fan of crushed Ritz crackers on my mac and cheese. I crushed up some good bakery croutons and used them for the topping instead. Once I monkeyed around with this it was to die for - creamy smooth full of cheesy flavor and a topping with a slight buttery crunch. Five stars with the above-mentioned modifications but rather mediocre as is. Read More
(104)
Rating: 5 stars
05/20/2013
This recipe was awesome! My son's father said this was his new favorite meal (paired with a Arkansas Green Beans & Aussie Chicken both recipes off this site). And he is somewhat hard to please at times so to say his favorite means a lot. The crushed crackers was a nice add on that id never tried before. Read More
(36)
Rating: 5 stars
05/12/2013
My kids loved this! I increase the servings and used mini shells instead of elbows. Easy and super kid friendly. I also added some sea salt pepper and dried mustard to the flour to make the sauce. Creamy and delicious! Thanks! Read More
(30)
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Rating: 5 stars
02/04/2017
Made this for my roommates. When they took their first bites it looked like they had seen God. The dining room became still and silent for the remainder of the meal. We ate like monks reading the holy scripture; with endless appetite but slowly with a reverence for what it was we had the honor to consume. Allrecipes said it would be good and lo It Was Good. Read More
(21)
Rating: 4 stars
03/25/2014
I tweaked this after reading the reviews. First off I made mine for 12 servings. I used three spoonfuls of flour not overflowing spoonfuls either. I used 6 spoonfuls of butter increased the milk by 1/4 of a cup and finally increased the Velveeta by 4oz (or a 1/4). I then added hot sauce ground mustard pepper and salt. (first time I made this) I added bacon and sharp cheddar cheese. Topped it off with crushed french onions (because I NEVER have Ritz). (Second time I made this) I included Jalapenos mushrooms onions bacon and diced ham. They both were amazing but my husband prefers all the stuff in it. VERY VERY creamy and cheesy!!! I give it 4 stars because I tweaked it and felt it was better because I did:) Read More
(21)
Rating: 5 stars
12/19/2016
Didn't really need the extra cheese on top but is good either way. I've been making this for years after trying all the "gourmet" and celebrity chef recipes who scoff at Velveeta. Sorry but this is the best mac and cheese recipe out there. It is super easy and is true comfort food. Read More
(12)
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Rating: 5 stars
10/24/2016
I like rubbing butter on the bottom of the pan and shake some parmesean cheese over it before I pour the mac mixture in. Layering the chedder is good too! Read More
(10)
Rating: 5 stars
02/07/2017
This is a good basic recipe. I read the reviews and added more milk and less flour and it worked out perfect. We also like a lot more flavor so I added salt and pepper and 2 pinches of cayenne pepper. Trust me you will never know except to add a bit more flavor. I will for sure make this again. Read More
(7)
Rating: 5 stars
01/16/2014
I literally just put this in the oven to bake. I definitely didn't follow the recipe I tweaked it up with my own spin. I did not use 1/4 cup of flour I just maybe 2 tbsp. instead and it made it just thick enough. also as I was stirring in the velveeta I added ground mustard and pepper. After I added the cooked macaroni to the cheese sauce I mixed in some shredded cheddar and jack cheese. I am making this for my boyfriend and he love spicy stuff. hopefully it turns out super yummy. Read More
(7)