
Creamy Baked Mac and Cheese should come out saucy in the middle, cheesy on top, and tender without turning soft or dry. This version gets there with a stovetop cheese sauce made from butter, flour, milk, half-and-half, Velveeta, and sharp cheddar, followed by a short bake just to bring everything together.
I like this one for holidays and family dinners because it can sit beside almost anything, but it is just as useful for a Sunday supper. The sauce is already hot and creamy before the macaroni goes into the oven, so the pasta does not need a long bake.
If you want a different style of macaroni and cheese, I also have a Crockpot Mac and Cheese and an Old Fashioned Mac and Cheese. Each uses a different method, so they are useful for different occasions.
Why This Baked Mac and Cheese Stays Creamy
The sauce starts with a butter-and-flour roux, which gives the dairy enough structure to coat the elbows instead of running to the bottom of the baking dish. Milk keeps the sauce manageable, while half-and-half adds richness without making it as heavy as an all-cream sauce.
Velveeta is here mainly for texture. It melts very smoothly, while sharp cheddar supplies the stronger cheese flavor. The Worcestershire, dry mustard, black pepper, and tiny pinch of nutmeg sit in the background and keep the sauce from tasting flat.

Ingredient Notes That Matter
- Elbow macaroni: Cook it about a minute shy of al dente. It will keep softening in the hot sauce and oven.
- Milk and half-and-half: Room-temperature dairy blends into the roux more smoothly and helps reduce lumps.
- Velveeta: This is what gives the sauce its extra-smooth consistency.
- Sharp cheddar: Grate it from a block if you can. It melts more smoothly and gives the finished dish a stronger cheddar flavor.
- Dry mustard and Worcestershire: Neither should dominate. They simply sharpen the cheese flavor.

Tips for the Best Texture
- Do not overcook the macaroni. Starting with fully soft pasta is one of the fastest ways to end up with mushy baked mac and cheese.
- Add the dairy gradually. Whisking it into the roux a little at a time creates a smoother base.
- Take the pot off the heat before adding the cheese. Excessive heat can make some cheese sauces grainy.
- Keep the oven time short. The macaroni and sauce are already cooked. The bake is mainly for the top layer.
- Broil instead of overbaking. If you want more color, a brief broil is better than leaving the casserole in the oven until the sauce dries out.
Make Ahead and Reheating
You can assemble this mac and cheese ahead and refrigerate it before baking. Because chilled pasta absorbs sauce as it sits, I would keep a little extra milk nearby and stir in a small splash if the mixture looks unusually thick before it goes into the oven.
Leftovers keep in the refrigerator for up to 4 days. Add a splash of milk before reheating to loosen the sauce. Individual portions reheat well in the microwave in short intervals, while a larger portion can be covered and warmed gently in the oven.

Frequently Asked Questions
Why does baked mac and cheese turn dry?
Usually the pasta was cooked too far before baking, the sauce was too thick going into the dish, or the casserole stayed in the oven too long. This recipe keeps the bake short because the sauce is already finished on the stovetop.
Can I skip the Velveeta?
You can, but the texture will change. Velveeta helps the sauce stay especially smooth. If you replace it with another cheese, choose a good melting cheese and expect the sauce to be a little less silky.
What can I serve with mac and cheese?
It works well with roasted chicken, ham, barbecue, meatloaf, green beans, broccoli, or a simple salad. For more ideas, browse my easy side dish recipes and easy pasta recipes.

Creamy Baked Mac and Cheese
Ingredients
- 1 lb. dry elbow macaroni pasta
- ½ cup salted butter
- ½ cup all-purpose flour
- 2 cups milk at room temperature, 2% or whole milk
- 2 cups half-and-half at room temperature
- 1 teaspoon Worcestershire sauce
- 12 ounces Velveeta cheese cubed and at room temperature
- 3 cups grated sharp cheddar cheese divided and at room temperature
- 1 teaspoon salt
- ½ teaspoon dry mustard
- ¼ teaspoon black pepper
- Pinch of nutmeg
- Olive oil for tossing pasta
Instructions
- Preheat oven to 325°F. Grease a 9 x 13-inch baking dish and set aside.
- Bring a large pot of salted water to a boil. Cook the elbow macaroni for 1 minute less than the package directions for al dente, about 8 minutes.
- Drain the pasta and toss it with a drizzle of olive oil to prevent sticking.
- While the pasta cooks, melt the butter in a large Dutch oven or heavy pot over medium heat.
- Add the flour and cook, whisking constantly, for 1 minute.
- Very gradually whisk in the milk and half-and-half. Continue whisking until smooth.
- Bring the sauce to a boil over medium heat, whisking constantly, then remove from the heat.
- Whisk in the Worcestershire sauce.
- Gradually add the cubed Velveeta and 1 ½ cups of the grated sharp cheddar cheese. Stir until the cheese is completely melted and the sauce is smooth.
- Stir in the salt, dry mustard, black pepper, and nutmeg.
- Add the cooked and drained pasta to the cheese sauce. Stir until the macaroni is fully coated.
- Transfer the macaroni and cheese mixture to the prepared baking dish.
- Sprinkle the remaining 1 ½ cups grated sharp cheddar cheese evenly over the top.
- Bake for 15 minutes, or until the cheese on top is melted and the sauce is bubbly.
- For a crispier, more golden top, place the dish under the broiler for 2 to 5 minutes. Watch closely to prevent burning.
- Let the baked mac and cheese rest for a few minutes before serving.













[…] you prefer a roux-based sauce, try my Creamy Baked Mac and Cheese. For a more traditional custard-style recipe, see Old Fashioned Baked Mac and […]