Mom’s Velveeta Macaroni and Cheese

Our mom, who passed away on April 21, 2009, at the age of 79, had taken the time once to use a Brother word processor (a glorified typewriter with an LCD screen) to type up a lot of her recipes. Unfortunately, no one told her about the floppy disk drive so she could save her work, but I do have everything sheʹd printed in a three‐ring binder.

There are recipes she never wrote down, simply because she hit the wall of, “Oh, I never measure anything.” On May 27, 2007, she decided to make her well‐known Velveeta-based macaroni & cheese, something I like with plenty of Heinz ketchup on it. The whole family loves it, as do friends. Mom learned it from her own mom back in the late 1950s, and the recipe hasn’t changed.

But it was never written down, either.

Camera in‐hand, that Sunday I followed her every step, bugging the bejeepers out of her with my constant requests of, “Hold still, mom, you’re making it blur again.” (As Jimmy Neutron once said, “Sorry about your bejeepers, mom!”) That afternoon is where the photos in this recipe came from. After almost 50 years with mom, and decades prior to that with her own mom, after literally hundreds of friends and family have enjoyed the results, this popular and highly-searched‐for recipe is finally written down.

We hope you enjoy this dish as we have.

Mom's Velveeta Macaroni and Cheese

Don’t forget to douse your serving with plenty of Heinz ketchup. That's how mom liked it.
Cook Time1 hour
Total Time1 hour
Course: Main Course, Side Dish
Cuisine: American
Keyword: cheese, macaroni, macaroni & cheese, Velveeta
Servings: 8


  • 1 lb Elbow macaroni
  • 2 lb Velveeta
  • 6 Tbsp Butter
  • 2% or whole milk (no, I don’t know how much … you’ll see …)
  • Salt
  • Pepper


  • Get yourself out a double boiler. Add about 3/8″ water to the outer pan, then set the inner pan inside. Set the double boiler over high heat.
  • Add about 4 quarts water to a 6-quart pan that has a good lid, and set it for high heat. When it boils, add 1 lb elbow macaroni, cover it with the lid, remove it from the heat, and let it set for 10 minutes while continuing with the rest of this recipe. At the end of those 10 minutes, immediately drain the pasta.
    Meanwhile, back on the stove …
  • Once the water in the double boiler is, well, boiling, reduce the heat slightly so the water is still at a nice high simmer. Begin making the cheese (… is it? …) sauce by cutting 28 oz. of the 32 oz Velveeta block into the inner pan in chunks about an inch square or so. While doing so, be extremely careful of hot steam that may still be escaping from between the two pans of the double boiler. (This is exactly why children who attempt to make this dish need to be heavily supervised!)
  • Add the 6 tablespoons butter to the cut cheese. (I know there’s a joke in that phrase, but I’m not going there just now.) If you use unsalted butter instead of salted butter in this step, you may want to add just a bit of salt … but not too much! The salt will punch up the flavor for the unsalted butter, but isn’t necessary if you use salted butter or the margarine mom used in this picture. No, that yogurt-based “spread” you have in the fridge to help you keep your girly figure won’t work here. And no, there probably ain’t no trans fat in there anyway, as they’ve probably taken it all out by now. Besides, if you’re that worried about it, why are you making macaroni & cheese?? Oh, never mind …
  • Add enough 2% or whole milk to the point where what’s in the pan is almost completely covered. No, mom never measured this measurement. Can’t you see she’s just pouring it out of the carton here? Pay attention, ok? Thanks. Anyway, no, 1% milk or skim won’t work for this. You have to have a decent amount of milkfat for the sauce to thicken-up. No, don’t go off the deep end and use heavy cream! Ummm … ok … yeah, you know, that is a thought … maybe heavy cream would be a good idea … No, no way, get those soy and rice “milk” wannabees outta here! What’s that? Goat’s milk?? Hey, that’s worth a try, sure, why not …
    Add just a little salt and pepper to the sauce here … but not too much! Mom says, “Five shakes salt, two shakes pepper”. Of course, that also depends on the size of the pepper grind, whether you’re using Kosher or iodized salt, the size of the holes in the shak … oh, I don’t know, you figure it out …
  • Using a wooden spoon, stir what’s in the double boiler constantly … continuously … without fail … duct-tape the spoon to your hand so you can’t let go … don’t even head down the hall to use the loo … ok, sure you can, it’s the first door on the left, and don’t forget to spray when you’re done … just don’t take any extra time on the bidet … contemplatively stir the sauce over the semi-boiling water until all those ingredients are pretty-much about as smooth as they’re going to get. And frankly, they’re going to get pretty-darn smooth for you. Just be careful not to stir it too fast or it’ll go everywhere. And if you stir it too slowly, you’ll end up with a skin forming on-top with a ring of nasty stuff around the inside top of the pan right where the top of the sauce is. And that stuff is not easy to clean up!
  • As you can see in the pic mom used a little 1-cup Pyrex measuring cup for this next step, but any glass measuring bowl will do. Take 3 tablespoons all-purpose flour, add it to the little mixing bowl (oh, ok, or the little Pyrex 1-cup measuring cup), and add just enough lukewarm water to turn that flour into a smooth paste, aka a "slurry". No, you’re not looking for the density of pancake batter, it’s got to be thicker than that. More like wet plaster is the kind of density you’re looking for here. Really, though, if you accidentally add too much water and the paste is too thin, just add more flour, then don’t use as much of this thickening paste/slurry in this next step.
  • V-e-r-y  s-l-o-w-l-y, add the slurry you just made to the sauce still brewing on the stove, continuously, constantly, conemplatively stirring the sauce while adding it. If it’s all gone well, and you’ve stayed away from soy milk and the yogurt spread, the sauce will thicken almost immediately. That’s a good thing, so don’t be afraid of it! After you’ve finished adding the thickening paste, continue stirring the sauce until it’s at a good consistency for macaroni & cheese. You’ll know what that consistency is when you see it, believe you me.
  • Once the sauce is thick enough, and the elbow macaroni is drained, butter the inside of a large, glass oven-safe bowl. No, don’t use that non-stick spray stuff, it adds the wrong kind of flavor … Add the finished macaroni to the buttered bowl. Slowly pour the finished sauce into the macaroni, then fold it all together. Let it set up for a few minutes so the sauce will properly congeal before serving, or, if the macaroni & cheese is for later, just refrigerate it until it’s ready for reheating in the microwave or, more preferably, in a 300 degree F oven.


Yeah, yeah, I know, if you go ahead and use the other 4 oz. of Velveeta and the other 2 tablespoons margarine, it’ll probably be fine. But argue with mom about it? No way!!!


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  1. looks soooo good. i have a similar recipe but i like to add a little bit of ground mustard to the cheese.
    so simple, but so delicious!

  2. Vanessa, I’ll have to try the ground mustard. The one I use is the Trade East brand from GFS Marketplace, which tastes quite good as part of my Jiffy corn muffin-based corn dog batter. Thanks for the suggestion!

  3. Oh. My. Can she come cook for me???? Velveeta mac-n-cheese is my FAVORITE but I always manage to screw it up. That looks “udderly” fantastic! haha

  4. Shawna, that was quite a cheesy thing to say … 😉

    Follow mom’s photos, she makes it look so easy. The trick? Get the kids somewhere else so you can focus! That’s what mom always does … and why I never learned how to make it before now. 😀

  5. I think I will give this a try later in the week….. I’ll let you know how it turns out!!!

    P.S. Just so I’m clear on the directions, you get the water boiling for the pasta, dump the pasta in and then just let it sit covered for 10 minutes?? I’ve never heard of such a thing! But hey, if it produces results like that picture, I’m more than willing to give it a whirl! Man, is my stomach growling now!

  6. Yup, that’s exactly right on the pasta. As she was busy, she had me do that part myself, and as many times as I’ve had this particular dish in the past mfphty-mfph years, I too had never heard of it. But hey, it works, so I ain’t gonna argue!

  7. Another simple twist to this recipe would be to melt the Velveeta in the microwave with the milk. Skip the butter and flour and just add to the macaroni. Pour macaroni and cheese mixture into the cassarole and layer with sharp cheese. It is very simple and delicious! Does anyone do a great mac and cheese in the crockpot?

  8. Thanks Sharon! Sounds to me as though your suggestions would be a great way to combine mom’s Velveeta recipe with my own Baked Apple Mac & Cheese!

  9. This IS the only mac & cheese I ever had growing up. For some reason, dad’s was always better even though they made the same recipe. But my parents passed away when I was in my teens and never got this recipe. thank you very much.

  10. You’re welcome, Karen! Mom made the mistake of “loaning” me her own three-ring binder cookbook with her family recipes in it. Now that she knows she’s not getting it back (!), she has to call to get her own recipes. 😉 Let me ask you this: Anything else you’re looking for that might be in there?

  11. I grew up in G.P.Mich. My mother would make a wonderful pea soup which started with a rue to start. I believe it was a French perhaps French Canadian recipe. She
    would add a can of peas…unfortunately I was never at her side as she made it. I now live in Florida and was served this same recipe by someone whom I have not seen again and wish I’d had the nerve then to ask for her recipe. Could you or anyone by chance know of this wonderful soup and please share it with me…? Unfortunately I lost my mother 2 years ago and due to her health I never had a chance to have her repeat the recipe to me…I would be forever grateful……
    Sending you sunshine,
    Packard Forrest

  12. Ohh, I’m going to try this tonight!! Thanks!

  13. Simply outstanding and super impressed everyone at the college graduation party. So glad I stumbled upon this in my Googling. Loved how you wrote it out too – very funny. Thanks!

  14. Had “Martha’s Best Mac and Cheese” yesterday – and it wasn’t!

    This is the recipe I was looking for…
    My mother put crushed corn flakes on top to bake a great crunchy crust on top.

  15. Just made this for my 4 yr olds birthday party, hope I don’t eat it all before the guests get here. MMMMM-good.

  16. i just made your recipe. i made it in half since it was just my husband and i. i didn’t like the pasta so much, it didn’t seem fully cooked for me. but after letting it sit until we were going to eat and then letting it cook in the oven for about 20 min. it was fine. i guess it cooked a bit more. since i made the recipe in half (very easy by the way) i found i needed more pasta so i had to make some more. half a pound of macaroni pasta is about 1 3/4 cups, but i ended up making 2 3/4 cups. it all worked out in the end and it was delicious!!!! thank you so much!!!

  17. @kirsten, because of the improvised nature of this recipe, I’m wondering if changing the amounts also requires changes in timings and such. Maybe it simply doesn’t scale well? I’m not sure … I’ve just always eaten whatever’s there, so there’s been no need to change it! 😉

  18. it is WONDERFUL.. the only thing i do is at the end.. instead of putting it into a butter bowl.. i put it into a buttered dish and bake it for about..30 minutes.. mmm… oh and i add minced onion to the elbow macaroni while its cooking!

  19. I made this last night. I used penne pasta instead of macaroni and added some diced and cooked bacon at the end and it was divine!

    Thanks for the recipe.

  20. Dave, I am suffering from MAJOR food lust right now!! Its been a while since I’ve had my mac and cheese fix (because of my protesting hips and milk hating intestines). I think it might be time though after seeing these pictures..

    These posts make me thankful that i am a live-at-home college kid that gets to eat and cook homemade food rather than crappy salad bars every day, and gives me new ideas to try!

  21. Thank you so much for sharing this recipe. For thanksgiving last year, I made your mac and cheese the night before-and added cheddar cheese and panko bread crumbs on top before reheating in the oven. It came out ridiculously good. Cheesy, creamy, and crunchy. The whole family came back for seconds…and thirds.

  22. I am thrilled I’m not the only person who goes for ketchup on mac and cheese! Stop snickering people, it is delicious! Can’t wait to serve this up at Thanksgiving…. with ketchup on the side for the timid.

  23. I think this is how my Mom used to make it, I could never recall exactly how she did it~thanks for sharing this, I can’t wait to make it!

  24. Just made this for my family they loved it! Thanks!

  25. Hi i am going to be cooking this friday for my daughters first bday on saturday as i have a 5 year old as well and two other kids will be there so all food is geared for kids! hot dogs mac n cheese baked beans and fruit salad. anyways, what is a double boiler?? lol i don’t have one so how should i melt my cheese? i am going to just try it in a regular pan since i have no double boiler or could i add a stainless steel bowl into a regular pot???? i do have those. appreciate the recipe this is my first home made mac n cheese. i’m sending the kids to you if i burn it! lol

  26. A stainless steel bowl in a pot is basically what mom would use, but they actually came that way from RevereWare. It would work, sure. Have fun, and happy birthday!

  27. Hi Dave,My mom used to make mac and cheese with béchamel sauce and cheddar cheese, but I’ve had some made with velveeta I really loved it( aLso question if it is really cheese, that is why I have always made the cream sauce and cheese.) I looked for a recipe, yours looks good I’m going to try it later this week.

  28. Am I to understand that this recipe is just prepared and put in a bowl and not cooked for twenty to thirty minutes? Just prepared and let it sit a few minutes and serve without cooking more in oven?

    Thank you
    Cheryl Terry

  29. Cheryl, that’s correct. Mom never baked this and I’m not so sure I would like it as much if someone did.

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