The best part of baked mac and cheese is the first spoonful: a little golden cheddar on top, soft elbows underneath, and enough sauce to coat every bite. This creamy baked mac and cheese gets there with two cheeses. Velveeta gives the sauce a smooth melt, while sharp cheddar keeps it tasting properly cheesy.
There is no long oven bake here. The macaroni and sauce are already hot when they go into the dish, so about 15 minutes at 325°F is enough to melt the topping. That short finish matters. Leave it in much longer and the pasta starts soaking up the sauce you worked to make.
Before You Start
- Pan: a greased 9×13-inch baking dish
- Yield: 8 side-dish servings
- Oven: 325°F, with about 15 minutes of baking
- Cheddar: 1½ cups in the sauce and 1½ cups on top
- Texture: creamy and spoonable, with a melted cheese topping
Why the Two-Cheese Sauce Works
Sharp cheddar has plenty of flavor, but too much heat can make a cheddar sauce oily or grainy. The Velveeta helps the sauce stay smooth, and the butter-and-flour base gives it enough body to cling to the pasta. Milk and half-and-half keep it rich without turning it into a heavy, stiff cheese paste.
Ingredient Notes
The exact amounts are in the recipe card below. These are the ingredients worth paying attention to before you start cooking.
- Elbow macaroni: Use 1 pound of dry pasta. Elbows catch sauce inside their curves, and their small size makes this easy to scoop.
- Butter and flour: The recipe uses ½ cup of each. Whisk the flour into the melted butter and cook it for a minute before adding any dairy.
- Milk and half-and-half: You need 2 cups of each. Whole or 2% milk works. Add the liquids gradually so the flour mixture stays smooth.
- Velveeta and cheddar: Cube the 12 ounces of Velveeta so it melts evenly. Grate 3 cups of sharp cheddar, then divide it before cooking so the topping does not accidentally go into the sauce.
- Seasonings: Worcestershire sauce, dry mustard, black pepper, salt, and a pinch of nutmeg add a little depth. Nutmeg should be subtle; you are not aiming for a noticeable spice flavor.
How to Make Creamy Baked Mac and Cheese
1. Cook the macaroni
Heat the oven and grease the dish. Boil the macaroni for 1 minute less than the package directions for al dente. It should have a little bite left. Drain well, then toss with a small drizzle of olive oil if the sauce is not ready yet.
2. Start the sauce
While the pasta cooks, melt the butter in a large heavy pot over medium heat. Whisk in the flour and cook for 1 minute. The mixture should look like a pale paste; it does not need to turn brown.
3. Add the milk and half-and-half
Whisk in a small splash of dairy first. Once that is smooth, gradually add the rest. Bring the sauce just to a gentle boil, whisking until it coats a spoon, then take the pot off the heat.
4. Melt in the cheese
Stir in the Worcestershire sauce, all the Velveeta, and 1½ cups of cheddar. Add the cheese gradually and keep stirring until smooth. Stir in the remaining seasonings. The sauce should still flow easily when you tilt the pot.
5. Coat the macaroni
Fold the drained macaroni into the cheese sauce, coating the noodles all the way through. The mixture should look loose and creamy rather than packed together.
6. Add the topping
Spread the hot macaroni mixture in the prepared dish, then sprinkle the remaining 1½ cups of cheddar evenly over the surface.
7. Bake briefly
Bake for about 15 minutes, until the topping is melted, the center is hot, and the edges bubble. For extra color, broil for 2 to 5 minutes only if your dish is broiler-safe, watching continuously. Let it rest for a few minutes before serving.
Small Details That Keep It Creamy
Grate the cheddar from a block when you can. Bagged shredded cheese is convenient, but its coating can make the sauce less smooth. Set aside the topping portion before you begin so the sauce gets the right balance of cheddar and Velveeta.
Do not keep boiling the sauce after the cheese goes in. The residual heat should melt it. And once the topping has melted in the oven, start checking the dish rather than waiting for every inch to brown. A soft, saucy center is the point.
What to Serve With It
For a simple dinner, pair a scoop with sweet and tangy BBQ meatballs or beef tips with mushroom gravy. A green salad or plain roasted vegetables gives the meal a lighter side.
For a cookout, brown sugar and bacon baked beans make another hearty option for the table. Serve the mac and cheese while the sauce is soft and the topping is still warm.
Frequently Asked Questions
Why did my baked mac and cheese turn dry?
Usually the sauce was too thick before baking or the casserole stayed in the oven too long. Assemble it while the pasta and sauce are hot, and stop baking once the topping has melted and the center is hot.
Why is my cheese sauce grainy?
High heat is a common cause. Remove the thickened milk sauce from the heat before adding the cheese, and stir it in gradually. Freshly grated cheddar can also help the sauce melt more smoothly.
Can I use a different pasta shape?
Small shells or cavatappi can hold this sauce well. Cook them according to their own package timing, stopping a minute short of al dente. Use the same weight of dry pasta rather than the same number of cups.
Can I replace the Velveeta with more cheddar?
This recipe is written for the combination of Velveeta and cheddar. An all-cheddar version changes the melt and texture, so it may not stay as smooth. For the closest result, keep the two-cheese balance in the card.
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 the oven to 325°F. Grease a 9 x 13-inch baking dish. If you plan to brown the topping under the broiler, choose a dish that is explicitly broiler-safe.
- 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; the pasta should still have a little bite.
- 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 to the melted butter and cook, whisking constantly, for 1 minute.
- Gradually whisk in the milk and half-and-half, adding a small amount at first and whisking until smooth before adding more.
- Bring the sauce just to a gentle boil over medium heat, whisking constantly, until it coats a spoon. Remove the pot from the heat before adding the cheese.
- Whisk in the Worcestershire sauce.
- Gradually stir in all 12 ounces of cubed Velveeta and 1 1/2 cups of the grated sharp cheddar. Stir until melted and smooth; reserve the remaining 1 1/2 cups cheddar for the topping.
- 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 at 325°F for about 15 minutes, until the topping has melted, the center is hot, and the edges are bubbling. Avoid baking until the sauce looks dry or the pasta is firm.
- Optional: if your baking dish is broiler-safe, broil for 2 to 5 minutes to brown the topping, watching continuously. Skip broiling if your dish is not broiler-safe.
- Let the mac and cheese rest for a few minutes, then serve while the sauce is still soft and creamy.
Notes
- Divide the 3 cups of cheddar evenly: 1 1/2 cups in the sauce and 1 1/2 cups on top.
- Grate cheddar from a block when possible. Add the cheese off the heat and stir until smooth.
- The 15-minute bake assumes the pasta and cheese sauce are still hot when assembled.
- Broiling is optional. Use only a broiler-safe baking dish and watch the topping continuously.
More Cozy Dinners to Try
- Ultimate Chicken Casserole for a creamy chicken dinner.
- One Pot Mexican Rice Casserole for a hearty dinner with tomato and spice.
Do you go for the golden cheese on top or the creamy macaroni underneath? Leave a comment and tell us which part wins at your table.
