Ultimate Creamy Baked Mac and Cheese Recipe

Creamy mac and cheese is a beloved classic that comforts and satisfies every time. This version builds on the familiar favorite with a velvety, rich cheese sauce that clings to each noodle, delivering a flavorful, indulgent bite. It’s perfect for a cozy family dinner, a potluck, or any gathering where you want a crowd-pleasing side.

A plate of food behind a brown crock of mac and cheese
Photo Credit: Dishes Delish.

This creamy mac and cheese truly lives up to its name: rich, cheesy, and deeply comforting. It’s a recipe passed down and perfected over years, and it reliably satisfies every comfort-food craving.

Make a large batch for potlucks or family gatherings — it’s often the first dish to disappear.

My sister often prepares this in five-pound casseroles for events, and the kids literally follow her around like she’s the pied piper when she carries the pan out.

Helpful tips

  • Velveeta paired with sharp cheddar gives this dish a decadent, creamy texture and bold flavor. If you prefer, Gruyère, gouda, or Monterey Jack are excellent alternatives.
  • Boil the pasta until just al dente, since it will finish cooking in the oven; this prevents mushy noodles.
  • Begin the sauce with a roux (butter and flour) to make a smooth, thickened base for the cheese.
  • Season the sauce with salt, pepper, and an optional pinch of nutmeg or mustard powder to brighten the flavors.
  • For a crunchy topping, crumble Ritz crackers, sprinkle breadcrumbs, grate Parmesan, or add bacon bits before baking.
  • If you use processed cheese like Velveeta, pre-shredded cheddar speeds things up, but freshly shredded cheese melts best.
  • When combining sauce and pasta, stir gently to keep the macaroni intact and evenly coated.
  • Bake until the top is golden and bubbling if you prefer a crisp finish.
A crock filled with mac and cheese with cracker crumbs on top
Photo Credit: Dishes Delish.

How to make creamy mac and cheese

Pre-step

Fill a medium stockpot halfway with water, bring to a boil, and salt the water. Add 1/2 pound of elbow macaroni and cook about 8 minutes until just al dente. Meanwhile, preheat the oven to 350°F.

Step one

Assemble ingredients: elbow macaroni, all-purpose flour, butter, ground black pepper, nutmeg, shredded sharp cheddar, Velveeta (cubed), milk, and Ritz crackers for the topping.

Step two

In a medium saucepan, melt 1/2 cup butter over medium heat. Whisk in 1/2 cup all-purpose flour and cook briefly to form a roux.

Left - Flour, butter, velveeta cheese, and other cheese. Right - a pan with melted butter and flour
Photo Credit: Dishes Delish.

Step three

Gradually whisk in 4 cups of milk and continue whisking until the mixture thickens into a smooth sauce.

Step four

Add 2 cups shredded sharp cheddar and 1 pound cubed Velveeta to the sauce, then season with 1/4 teaspoon ground pepper and 1/4 teaspoon nutmeg. Whisk until the cheeses melt and the sauce is silky.

Step five

Drain the cooked elbows and return them to the pot used for boiling.

Step six

Pour the hot cheese sauce over the macaroni and gently stir until every noodle is coated. Transfer the mac and cheese to a medium casserole dish.

Left - cheeses added to a pan with a whisk in it. Right - the cheese sauce poured on the elbow macaroni
Photo Credit: Dishes Delish.

Look at how cheesy this is!

Step seven

Crush at least eight Ritz crackers and sprinkle them evenly over the top of the casserole for a buttery, crunchy finish. Use more or fewer crackers to suit your taste.

Ritz crackers crushed and sprinkled on the mac and cheese
Photo Credit: Dishes Delish.

Step eight

Bake the casserole at 350°F for about 35 minutes, or until it’s bubbly and golden on top.

A casserole dish with ritz crackers sprinkled on mac and cheese and straight out of the oven
Photo Credit: Dishes Delish.

Serve with your favorite sides—soy honey wings and sautéed kale are a great pairing—or keep it simple with a green salad. Then take a satisfying bite.

A forkful of cheesy macaroni over a crock filled with it - also with a plate in the background
Photo Credit: Dishes Delish.

Delicious and comforting — this mac and cheese is a family favorite we hope you enjoy as much as we do.

Other mac and cheese recipes

  • Gnocchi mac and cheese
  • Lobster macaroni and cheese casserole
  • Easy baked mac and cheese appetizer cups

May all your dishes be delish!

A forkful of cheesy macaroni over a crock filled with it

Creamy Mac and Cheese Recipe

This mac and cheese is such comforting, delicious food.
5 from 1 vote

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Course: Side Dish
Cuisine: Side Dish
Keyword: creamy mac and cheese
Prep Time: 10
Cook Time: 35
Total Time: 45
Servings: 8 servings
Calories: 516kcal
Author: Elaine Benoit

Ingredients

  • .5 pound elbow macaroni
  • 2 tablespoons Salt (for water)
  • .50 cup butter
  • .50 cup flour
  • 4 cups milk
  • 2 cups sharp cheddar (shredded)
  • 1 pound Velveeta cheese (cubed)
  • 8 Ritz crackers (or more)
  • 1/4 teaspoon ground pepper
  • 1/4 teaspoon nutmeg

Instructions

  • Fill a medium stockpot halfway with water and bring to a boil. Salt the water and add 1/2 pound elbow macaroni; cook about 8 minutes until al dente.
  • Preheat the oven to 350°F. As the pasta cooks, begin the cheese sauce.
  • Melt the butter in a saucepan over medium heat. Whisk in the flour until combined and cook briefly to form a roux.
  • Slowly whisk in the milk, stirring until the sauce thickens.
  • Add shredded cheddar, cubed Velveeta, ground pepper, and nutmeg. Whisk until the cheeses melt and the sauce is smooth.
  • Drain the pasta and return it to the pot. Pour the cheese sauce over the macaroni and stir gently to coat.
  • Transfer the mac and cheese to a medium casserole dish, top with crushed Ritz crackers, and bake for 35 minutes until bubbly and golden.
  • Serve warm, enjoy, and smile.

Notes

Helpful tips

  • Velveeta and sharp cheddar make this version rich and creamy; substitute other melting cheeses to change the flavor profile.
  • Cook the pasta just until al dente to avoid overcooking during baking.
  • A roux creates a stable, silky sauce—don’t skip it.
  • Season the sauce thoughtfully: a little nutmeg or mustard powder brightens the cheese.
  • Top with crackers, breadcrumbs, or grated cheese for texture; bacon bits also add a savory crunch.
  • Gently fold sauce and pasta to keep the macaroni whole and evenly coated.
  • Bake until bubbly and golden for a crisp top.
Nutrition information is automatically calculated and may vary based on exact ingredients used. For accuracy, consult a registered dietitian or nutritionist.

Nutrition

Serving: 1serving | Calories: 516kcal | Carbohydrates: 40g | Protein: 26g | Fat: 27g