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Classic and Delicious Homemade Macaroni & Cheese Recipe

Updated on July 8, 2013

A lot of people shy away from making homemade macaroni & cheese because there is a lot involved with the cooking process. However, homemade macaroni & cheese is actually pretty simple. It works great as a sidedish to practically any meal and is great to take to a potluck or BBQ. Its a staple in my home, my go to meal, that everyone loves.

Baking it in the oven is optional, but I think it gives it that extra creaminess!

Adding ingredients like cooked ground beef, ham or bacon, can turn this side dish into a filling and yummy entree! Or try this paired with my easy BBQ Pulled Chicken Sandwhichesrecipe, a complete meal with not a lot of effort!

Picture coming soon!


Cook Time

Prep time: 45 min
Cook time: 1 hour
Ready in: 1 hour 45 min
Yields: 1 cup per person, about 6 servings


  • 1- 16oz box pasta, (I like to use rotini or shells)
  • 1 stick butter
  • 1/2 cup flour
  • 5 cups milk
  • 12 oz velveeta*
  • 1 cup breadcrumbs, italian or cheese flavored
  • 1 cup italian style panko bread crumbs, (regular panko breadcrumbs don't taste the same)
  1. Preheat oven to 350 degrees. In a large saucepan melt 1 stick butter on low heat.
  2. Once butter is completely melted add 1/2 cup of flour. Stir well. It may get clumpy or thick. Thats okay, the milk will fix that!
  3. Add the milk, 1 cup at a time, every 5 minutes while continually stirring.
  4. Add Velveeta cheese, 1 ounce at a time.
  5. Add 1 cup of regular breadcrumbs.
  6. Stir occasionally until sauce thickens. Remove from heat
  7. In seperate pot, cook pasta as instructed on box, drain and add pasta to sauce mixture.
  8. Pour macaroni and cheese in casserole dish. Sprinkle panko italian style breadcrumbs over top.
  9. Place in oven for 1 hour. Remove and let cool for 30 minutes. Eat and enjoy!
3 stars from 2 ratings of Homemade Macaroni and Cheese

Cheesy Tip

*If Velveeta isn't your thing, just use your favorite Cheddar cheese. I have found that White Cheddar makes this dish extra creamy. You could also use a mix of your favorite cheeses. Remember, when cooking any dish you can also make it your own!


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    • Jesse Mugnier profile image

      Jesse Mugnier 4 years ago from Jersey

      Thank you all for your wonderful comments. I hope you enjoy! :)

    • Careermommy profile image

      Tirralan Watkins 5 years ago from Los Angeles, CA

      This is a very unique recipe. I never thought to add breadcrumbs to mac n' cheese, but I may give this a try. Thank you for sharing.

    • Vacation Trip profile image

      Susan 5 years ago from India

      Quite Interesting recipe. Thanks for sharing.

    • Sinea Pies profile image

      Sinea Pies 5 years ago from Northeastern United States

      Our family LOVES homemade mac & cheese. In fact, we have it with meals that I had never thought it would be Christmas day! I serve it as I would a potato a side-dish. Have to make LOTS, though. It goes fast. People don't know what they're missing if they haven't tried making it themselves. Voted up and useful. :)

    • Insane Mundane profile image

      Insane Mundane 5 years ago from Earth

      The extra butter you added, is what mostly separates it from the more bland versions of Macaroni & Cheese... Oh so creamy, but yet so cheesy... Ha!