Best Baked Macaroni and Cheese Recipe with Velveeta and Bread Crumbs

On 2/13/2026, 9:18:10 AM

Creamy baked mac and cheese with Velveeta and crispy breadcrumb topping. Easy comfort food recipe perfect for family dinners and holidays.

Table of Contents

This comprehensive guide shows how to make baked macaroni and cheese with Velveeta and bread crumbs for ultimate comfort food. The recipe starts with gathering quality ingredients like elbow macaroni, Velveeta cheese, sharp cheddar, whole milk, butter, and panko bread crumbs. The key to success lies in creating a smooth cheese sauce by controlling temperature and using Velveeta's emulsifying properties to prevent separation. Pasta is cooked slightly underdone, combined with the sauce, and transferred to a buttered baking dish. The dish is topped with buttered breadcrumbs and baked until golden and bubbly. This versatile dish serves as both main course and side, perfect for holidays and family meals, with storage tips for leftovers.

Question

Answer

Why use Velveeta in mac and cheese?

Velveeta acts as a stabilizer that prevents the cheese sauce from breaking or becoming oily during baking.

How do you prevent mushy pasta?

Cook pasta one minute less than package directions since it continues cooking during the baking process.

What temperature should you bake at?

Bake at 350°F for 20-30 minutes until the cheese sauce bubbles at the edges and breadcrumbs are golden brown.

Can you make this dish ahead?

Yes, assemble the dish and refrigerate for up to 24 hours, then add breadcrumbs and bake when ready to serve.

How do you reheat leftovers?

Reheat in the microwave at 50% power or in a 325°F oven covered with foil for 15-20 minutes.

Gather all ingredients for this ultimate comfort food dish

Start with fresh items for this baked macaroni and cheese recipe with velveeta and bread crumbs.

Quality ingredients ensure a creamy texture and crispy finish.

Ingredient

Amount

Elbow Macaroni

16 oz

Velveeta Cheese

16 oz cubed

Sharp Cheddar

2 cups shredded

Whole Milk

1.5 cups

Unsalted Butter

4 tbsp

Panko Bread Crumbs

1 cup

Pasta and Dairy Essentials

Pick elbow macaroni or small shells for the best sauce grip.

Use whole milk or evaporated milk to maintain a rich consistency.

Some cooks prefer a homemade mac and cheese recipe with heavy cream for extra decadence.

Avoid low-fat milk as it makes the sauce watery and thin.

Keep butter at room temperature for faster melting and easier mixing.

Sour cream adds a tangy richness that balances the saltiness of the processed cheese.

Cheese Selection

Velveeta acts as the stabilizer for a smooth sauce.

It prevents the cheese from breaking or becoming oily during the bake.

Mix in sharp cheddar to provide a bold flavor contrast to the mild Velveeta.

Shred your own cheddar from a block to avoid anti-clumping agents found in bagged shreds.

Freshly grated cheese melts much better than pre-packaged varieties.

Topping and Seasoning

Select panko bread crumbs for a superior light crunch.

Regular bread crumbs work but often lack the airy texture of panko.

Combine crumbs with melted butter to ensure they brown evenly in the oven.

Add a baked mac and cheese recipe with dry mustard tweak for a subtle tang.

Include salt, black pepper, and smoked paprika for a well-rounded spice profile.

Measure everything before starting to keep the cooking process fast.

Check the pantry for garlic powder or onion powder to elevate the base flavor.

Ensure the bread crumbs are unseasoned so you control the final salt level.

Create a smooth cheese sauce using Velveeta and cheddar

Achieving a silky base for your baked macaroni and cheese recipe with velveeta and bread crumbs depends on temperature control.

Start by melting three tablespoons of butter in a heavy-bottomed saucepan.

Avoid high flame settings as they scorch the dairy and ruin the texture.

Add 16 ounces of cubed Velveeta once the butter foams and liquefies.

Velveeta contains emulsifiers that keep the sauce from breaking or becoming oily during the bake.

Stir in one and a half cups of whole milk or evaporated milk slowly.

Evaporated milk creates a much creamier mouthfeel than standard whole milk.

Keep the whisk moving constantly to prevent the cheese from sticking to the bottom of the pot.

Flavor and Texture Adjustments

Whisk in two cups of shredded sharp cheddar once the Velveeta liquefies completely.

Hand-shredded cheese melts better than pre-shredded bags which contain potato starch.

Starch additives in bagged cheese often lead to a gritty or sandy sauce consistency.

Season the mixture with a half teaspoon of dry mustard and a pinch of cayenne pepper.

If you prefer a thicker coating, follow a homemade mac and cheese sauce recipe method by simmering the liquid slightly longer.

The sauce should coat the back of a metal spoon without running off immediately.

  • Use low heat to avoid cheese separation.
  • Cube Velveeta for faster and more even melting.
  • Whisk constantly for a perfectly smooth finish.
  • Add a pinch of salt only after tasting the final mix.

Velveeta's unique melting properties ensure the sauce stays liquid even after 30 minutes in the oven.

This prevents the common issue of dry, sticky noodles in a baked casserole.

Check the consistency one last time before mixing with the cooked pasta.

It should look like thick heavy cream or warm pudding.

Turn off the heat immediately once the cheddar disappears into the mixture.

Residual heat finishes the melting process without overcooking the dairy proteins.

Combine pasta with cheese sauce and transfer to baking dish

Cook 16 ounces of elbow macaroni in generously salted water until just shy of al dente.

One minute less than package directions prevents mushy pasta after baking.

Drain the pasta immediately and return it to the warm pot.

Pour the prepared cheese sauce over the hot pasta while stirring constantly.

The residual heat helps the sauce cling to every noodle surface.

Use a large spoon or silicone spatula to fold the mixture gently.

Avoid overmixing which breaks the pasta and creates a gummy texture.

Grease and Prepare Baking Vessel

Generously butter a 9x13-inch casserole or 2-quart baking dish.

Non-stick spray works but butter adds flavor and helps browning.

Grease the sides and bottom completely to prevent sticking.

Transfer the pasta mixture using a large serving spoon or ladle.

Level the surface with the back of a spoon for even baking.

Dish Size

Serves

Best For

8x8 inch

4-6

Small families

9x13 inch

8-10

Family dinners

2-quart casserole

6-8

Potlucks

Make-Ahead Preparation

Assemble the dish completely but skip the breadcrumb topping.

Cover tightly with plastic wrap then aluminum foil.

Refrigerate for up to 24 hours before baking.

Remove from fridge 30 minutes before baking to take the chill off.

Add breadcrumb topping just before placing in the oven.

For a 3-ingredient homemade mac and cheese version, skip the breadcrumb step.

Reserve a small amount of sauce if the mixture seems dry after mixing.

Add extra warm milk one tablespoon at a time if needed.

Final consistency should hold its shape when spooned but still appear creamy.

Top with buttery breadcrumbs and bake until golden

Prepare the topping for your baked macaroni and cheese recipe with velveeta and bread crumbs by preheating the oven to 350°F.

Melt 3 tablespoons of unsalted butter in a small microwave-safe bowl.

Stir in 1 cup of panko bread crumbs until the butter coats every piece.

Panko creates a lighter and airier crunch compared to traditional bread crumbs.

Mix in 1/2 teaspoon of garlic powder and 1/4 teaspoon of smoked paprika for color.

Add 1/4 cup of extra shredded cheddar cheese to the crumb mixture for a cheesy crust.

Sprinkle the buttered crumbs evenly over the top of the pasta and sauce.

Do not press the crumbs down into the sauce; keep them loose to ensure they crisp properly.

Baking Times and Temperatures

Place the casserole dish on the middle rack of the preheated oven.

Bake for 20 to 30 minutes until the cheese sauce bubbles at the edges.

Check for a deep golden brown color on the breadcrumb layer.

Switch the oven to broil for the final 2 minutes if the top looks pale.

Watch the dish closely during broiling to prevent the crumbs from burning.

Method

Temp

Time

Standard Bake

350°F

25 mins

Quick Bake

400°F

15 mins

Broil Finish

High

2 mins

Topping Variations

Swap panko for crushed buttery crackers if you prefer a saltier finish.

Check this baked mac and cheese recipe ritz crackers for specific measurement tips.

Italian bread crumbs offer a finer texture and built-in herb seasoning.

Refer to a baked mac and cheese recipe panko guide for achieving maximum crunch.

Always use melted butter with dry crumbs to avoid a sandy or dry mouthfeel.

Rest the dish for 10 minutes after removing it from the oven.

Resting allows the Velveeta sauce to thicken and set around the noodles.

Serve immediately while the topping remains crisp and the interior stays creamy.

Some chefs prefer the high-heat approach found in a baked mac and cheese recipe alton brown style for faster results.

Serve hot as main dish or side for holidays and family meals

Serve this baked macaroni and cheese immediately while the breadcrumb topping retains its crunch.

Use a large serving spoon to portion generous scoops onto plates or bowls.

The Velveeta-based sauce stays creamy even after cooling slightly, making it ideal for buffet-style serving.

Garnish each serving with a light sprinkle of paprika or chopped fresh parsley for color contrast.

Main Dish Pairings

Pair with fried chicken for a classic comfort meal.

Serve alongside roasted or grilled vegetables for balance.

Combine with a crisp green salad dressed with vinaigrette to cut through the richness.

Offer this as the centerpiece for a baked mac and cheese recipe for large group gatherings.

Accompany with baked ham or turkey for holiday dinners.

Holiday Serving Suggestions

Present at Thanksgiving alongside mashed potatoes and green bean casserole.

Include at Christmas with prime rib or glazed ham.

Offer during summer BBQs with grilled corn on the cob and coleslaw.

Use as a side for Easter ham or roasted lamb.

Meal Type

Main Pairing

Side Additions

Weeknight Dinner

Grilled Chicken

Steamed Broccoli

Holiday Feast

Roast Turkey

Cranberry Sauce

Casual Gathering

BBQ Ribs

Cornbread

Vegetarian Menu

Stuffed Peppers

Roasted Asparagus

Storage and Reheating

Refrigerate leftovers within 2 hours of serving.

Cover tightly with plastic wrap or transfer to airtight containers.

Consume within 3 days for best quality.

Reheat individual portions in the microwave at 50% power to prevent the cheese from separating.

For oven reheating, cover with foil and warm at 325°F for 15-20 minutes.

Sprinkle fresh breadcrumbs before reheating to restore the crispy texture.

Visit a homemade mac and cheese recipe crockpot guide for slow cooker serving tips.