VELVEETA® Down-Home Macaroni & Cheese - Kraft Recipes Top

VELVEETA® Down-Home Macaroni & Cheese

Prep Time
Total Time

5 servings, 1 cup each

With all due respect to the mac, mac and cheese is all about creamy, melty sauce! Watch this video to see our down-home mac n cheese recipe in action.

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Make It

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  • Heat oven to 350°F.
  • 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 Equipment Needed

Special Extra

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


Substitute KRAFT Deluxe Pasteurized Process American Cheese for the VELVEETA.


  • 5 servings, 1 cup each

Nutritional Information

Serving Size 5 servings, 1 cup each
Calories 500
Total fat 25g
Saturated fat 15g
Cholesterol 70mg
Sodium 800mg
Carbohydrate 50g
Dietary fiber 2g
Sugars 8g
Protein 18g
% Daily Value
Vitamin A 20 %DV
Vitamin C 0 %DV
Calcium 50 %DV
Iron 15 %DV

* Nutrition information is estimated based on the ingredients and cooking instructions as described in each recipe and is intended to be used for informational purposes only. Please note that nutrition details may vary based on methods of preparation, origin and freshness of ingredients used.

Ratings & Reviews

Rated 4 out of 5 by from Made this as a side dish for thanksgiving, really for the kids but all the adults loved it as well. Made this as a side dish for thanksgiving, really for the kids but all the adults loved it as well. In fact, this is the one side that everyone kept talking about the rest of the day. I tripled it and used 8 cups of noodles and an entire velveeta log, the 24 oz. I didn't use the flour and just added the milk until my desired creaminess. Only put in a 1/2 stick of butter even though I tripled the recipe. I just melted the cheese and butter in the micro and then poured over the noodles, then added milk- really simple and tasted great. Didn't use the shredded cheese or crackers on top, didn't need it. I added salt, pepper, and a little garlic as well.
Date published: 2010-11-27
Rated 4 out of 5 by from Made this recently for the first time for a church dinner. Made this recently for the first time for a church dinner. It went over very well. Easy to make but I did make the macaroni before the sauce which worked well for me. With the macaroni being slightly cooled the cheese didn't soak up as much cheese but allowed it to stay on it. I also mixed the cracker crumbs and butter ahead of time to allow the moisture to settle into them. For those who thought it needed more flavor and added other items I would suggest it's due to their individual family tastes and what recipes they were used to. We thoroughly enjoyed it and even though I've cooked for more than 55 years, I'm always willing to try new (to me) recipes. Glad I did!
Date published: 2015-03-14
Rated 4 out of 5 by from I loved this recipe, very yummy! I loved this recipe, very yummy! I'd been looking for an easy but still "from scratch" recipe for Mac & Cheese & this is it for sure! I used penne pasta because it's all I had on hand & put Garlic & Herb seasoning & black pepper in the cheese sauce before mixing it with the pasta. I also mixed parsley flakes with the crushed crackers for some color & taste. My only criticism of this recipe is that it must be eaten as soon as it's done because otherwise it dries up very quickly. To reheat leftovers I suggest adding about a tbsp of milk for each serving.
Date published: 2008-07-16
Rated 3 out of 5 by from For anyone wondering like I did whether the pasta should be measured before or after's... For anyone wondering like I did whether the pasta should be measured before or after's before. :) I added 2 c cooked just in case and it was definitely enough sauce to cover all of the two dry cups, cooked. I wish I would have read the other reviews about adding more milk. If I had, I would have simply used less flour (maybe 1 tablespoon or 2 at the most) in order to not dilute the cheese flavor any more by adding additional milk when I realized the sauce was simply too thick. It was thick immediately after adding the milk, but I went ahead and cooked it 3 minutes as directed, thinking it needed to be more thick. I would definitely suggest using less flour. This was fairly good, if a little thick, and I would make it again with the flour modification.
Date published: 2014-07-04
Rated 5 out of 5 by from This is a staple in my house. This is a staple in my house. Anytime I ask if my family want mac and cheese, it can't be anything but this recipe. A few times when I didn't have elbow macaroni, I used bowties, and it was great! And to the reviewer who used 2 lb. of elbows instead of 2 cups...try this recipe again with the right amounts...I guarantee your family will love it!!
Date published: 2009-08-05
Rated 2 out of 5 by from Original Version is Poor- here's how to make it better Hi guys! I wanted to write a review for this b/c the first time I tried this recipe, I followed the directions to a point and it turned out not well at all. It was bland, thick, and DIDNT TASTE LIKE CHEESE. I was very disappointed (but we ate it anyway! Lol.) After reading many of the reviews that called for reducing or emitting the flour, I decided to try the recipe again with some variations. It turned out WONDERFUL- its full of cheesy flavor and is super creamy. Here's what I did: -measured out 1+1/4 cup dry macaroni noodles and cooked to al dente. Set aside. -melted down about 1/4 stick of butter over medium-low heat. -cubed and then melted down 8 ounces Velveeta block cheese into the butter. -mixed until the cheese was mostly melted and stringy, at which point I added milk until it reached my desired consistency. I like my sauce creamy, so I added 3 large dashes of milk, probably akin to about 3 tablespoons (that's an estimate.) -mix until smooth; at this point, I could've served it and it would've been done and delicious. But, because I had cooked it a little to early accounting for baking time, I stuck it in the oven at 350° for 15 minutes. Creates a delicious mac n cheese if you use the varied recipe!
Date published: 2017-06-14
Rated 2 out of 5 by from Maybe it's common sense...maybe it's not. Maybe it's common sense...maybe it's not. Just an FYI you HAVE to cook your elbow noodles first before adding it to the cheese sauce. The recipe doesn't specify that,unless you watch the videoi (which I did-but after the fact). I would probably say cook the noodles al dente so they don't become over cooked and mushy while cooking in the oven. I think if I would have cooked it properly it would have been amazing! The cheese sauce was great! :)
Date published: 2015-12-26
Rated 5 out of 5 by from My brother told me about this mac & Cheese, and asked me to make it for him. My brother told me about this mac & Cheese, and asked me to make it for him. I figured I'd try it out first to make sure I could indeed make it. It's a piece of cake to make and the taste is GREAT. My father only eats one kind of mac & cheese and has for years and years, I got him to try this one, it's now his new favorite one. If my Dad will eat it it's got to be good! And it is good, really really good!!!
Date published: 2002-10-02
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