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Old Fashioned Baked Macaroni and Cheese

Updated on February 22, 2015
5 stars from 1 rating of Baked Macaroni and Cheese

I Remember the First Time I Made this Recipe for Baked Macaroni and Cheese!

My kiddo’s took one look at their plates, crinkled up their noses and asked “What the heck IS this??” When I finally stopped laughing, I explained that this was REAL macaroni and cheese and that since it did not come from a box it looked different… And tasted different than what they had been used to. After they took a few VERY hesitant bites, I finally asked them “Well, what do you all think?” Through mouths full of food, they proclaimed this version of baked macaroni and cheese as the “WINNER”!! They even went back for seconds (my husband for thirds! lol) Now I’m requested to make this dish often and it is one of my favorites to make on a cold winters day.

**USEFUL TIP: I always make this with Ham and Peas – to do this, add in 2 Cups Ham (cubed and fully cooked) and 1 Cup Peas (Frozen) to the macaroni prior to pouring the sauce over it. Makes for a complete meal when served with homemade crusty rolls and a salad.


  • 8 Cups Boiling Water
  • 1 ½ Cups Macaroni Noodles (uncooked)
  • ¾ Cup Velveeta cut into small pieces (You can use medium or sharp cheddar too – I like Velveeta for how smooth it melts)
  • 4 tbsp. Butter
  • 4 tbsp. All-Purpose Flour
  • 1 tsp. salt
  • 2 Cups Milk.


Preheat oven to 350 degrees.

Cook macaroni in boiling water according to package directions. Drain and rinse in cold water. Pour into a buttered 9x13 baking pan.

In a saucepan, melt butter over low heat. Add in flour and salt and stir to make a smooth paste. Cook and stir for 1 minute. Gradually stir in milk and continue stirring to keep smooth until sauce begins to thicken (about 2 minutes). Add in the Velveeta and continue to stir until melted. Remove from heat.

Pour cheese sauce over macaroni and mix thoroughly to blend.

Bake, uncovered, for 1 hour or until bubbly and brown. Yield: 6 servings.

Enjoy and - HAPPY EATING!!

For more of my recipes, try reading Best Banana Nut Bread Recipe...Ever.

© 2012 Laura Rash


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    • Dorsi profile image

      Dorsi Diaz 5 years ago from The San Francisco Bay Area

      Oh yummy yum. Bookmarked for future use. The ham in it sounds delicious too!