Becky Luigart-Stayner; Lydia DeGaris-Pursell
9 servings (serving size: 2/3 cup)

In meat-and-three restaurants, this side is commonly considered a vegetable.

How to Make It

Step 1

Preheat oven to 375°.

Step 2

Lightly spoon flour into a dry measuring cup, and level with a knife. Heat a large saucepan over medium heat; add flour. Gradually add milk, stirring with a whisk until blended. Cook until thick (about 8 minutes), stirring frequently. Stir in 2/3 cup cheddar cheese and processed cheese; cook 3 minutes or until cheese melts, stirring frequently. Remove from heat; stir in macaroni and salt.

Step 3

Spoon the mixture into a 2-quart casserole dish coated with cooking spray. Sprinkle with 1/3 cup cheddar cheese. Bake at 375° for 25 minutes or until bubbly.

Ratings & Reviews

mja489's Review

February 13, 2014
made on vacation in a timeshare because there were few ingredient (brought flour from home). We had my 4 1/2 year old grandkids. The ate it OK, My husband hated it, I thought it was just OK. Would never make for adults or in my own kitchen. We would have been better off with Kraft with added cheese (flavor wise), but it was healthier. Used whole wheat macaroni. I hadn't used Velveeta in 30 years. Won't try it again.

RobinCandace's Review

August 09, 2013
This is a perfect macaroni and cheese. I have to laugh at reviews that say it's bland. It's not gourmet, it's MAC AND CHEESE. It tastes exactly like homemade mac and cheese from the 1960s. I guess if you don't like traditional mac and cheese, then you won't like this. The only change I made was to use a little less cooked macaroni, as some reviews said it was dry. So there was plenty of sauce. In the future I might saute some fresh bread crumbs in butter to sprinkle on top before baking as that's traditional in my household.

koriander's Review

March 03, 2013
I had velveeta leftover from another recipe, so I was looking for a recipe to finish it up. This recipe looked easy, had good reviews, and I had most of the ingredients already. My husband and I really liked it. It was easy, rich tasting, and not too dry (I like sauce in my mac). Hopefully the leftovers won't be dry - I just read some of the reviews saying they dried out. Anyway, I served it with chicken leg quarters, seasoned, and baked at 375 for 30 min before adding the mac another 25 min. I made the recipe as is but added pepper with the salt. I used light shredded cheddar and still thought it was delicious. I might try adding red pepper, as another reviewer suggested. Cooking Light 2002 Annual cookbook, pg. 225.

srwfromorange's Review

December 21, 2012
I have made this recipe 10 times and it comes out perfect every time. I do add some cayene to the cheese sauce tho, cuz thats the way I made it when I was fat!!! When I'm feeling indulgent I add some panko with melted butter on top, but otherwise, I have served this to company & they didnt know it was light until I told them. Also, as another reviewer advised, this is NOT a make ahead dish,it will dry out considerably after cooling and doesnt reheat well.

skugler71's Review

September 29, 2012
This recipe was so bland!!! Ughh...even my 7 year old didn't really like it. Would not make again.

Jessnest's Review

February 12, 2012
Not bad! I used two cups of rotini veggie pasta and sprinkled some Italian panko breadcrumbs on top. Delicious! The breadcrumbs gave it an extra kick of flavor and texture. Since I only used two cups of pasta, the finished product was perfectly creamy. I will definitely make this again.

shashemene's Review

October 26, 2011

vbak66's Review

August 12, 2011
I gave this a 4 star because I used 2 cups of dry pasta instead of three. I have made this before using the full amount of pasta and it was too dry. Another thing I do is add extra milk to the cheese sauce pasta mixture to thin it out a bit and make it creamier. There were no leftovers. The grand kids loved it.

mamafalzone's Review

November 19, 2009
I've made this a couple of times and it always came out dry. It is NOT a good "make ahead" dish. I decided to give it another try with the following tweaks. I made it on the stove as directed, and added panko bread crumbs with a little bit of melted butter and bacon bits on the top. I only cooked it for 10 minutes at 375, then broiled for a couple of minutes to brown the bread crumbs. It came out creamy and cheesy. Will definitely be making this again next week to use up the rest of the Velveeta!

AlbqCook's Review

May 08, 2009
Ugh, this was awful! I took some suggestions from the other reviewers and added some buttered breadcrumbs to the top and only baked it until they were golden (about 5-10 minutes). It was so bland! My guests kept salting and peppering it to add some flavor, but there was no rescuing it. Yuk.