There are comfort foods that warm you from the inside out — and then there’s creamy baked mac and cheese. This recipe is rich, creamy, and topped with a golden, buttery breadcrumb crust that makes every bite RIDIC-ULICIOUS. It’s the kind of dish that feels at home on a weeknight dinner table just as much as it does on a holiday spread.
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When I make mac and cheese, I want it to be ultra-creamy inside with a topping that has just the right crunch. This version does exactly that. A velvety cheese sauce — made with Velveeta for creaminess and a blend of cheddar and Monterey Jack for flavor — coats every noodle. Then, a buttery breadcrumb topping crisps up in the oven, creating that irresistible contrast we all crave.

Why You’ll Love This Recipe
- Three cheeses, all the flavor – Velveeta keeps it creamy, while cheddar and Monterey Jack add sharpness and melt.
- Golden breadcrumb topping – buttery and crisp, the perfect finish.
- Family favorite – kids love the gooey cheese, adults love the cozy comfort food vibes.
- Make-ahead friendly – assemble earlier in the day and bake before serving.
What Do I Need to Make This Creamy Baked Mac and Cheese?
Here’s everything you’ll need to make a bubbling dish of baked macaroni and cheese:
- Elbow macaroni – 1 pound, cooked al dente so it doesn’t get mushy in the oven.
- Butter & flour – to create a roux, which thickens the sauce.
- Milk & half and half – the creamy base for the cheese sauce.
- Velveeta cheese – gives you that classic, smooth texture.
- Cheddar cheese – adds sharpness and extra cheesy flavor.
- Monterey Jack cheese – melts beautifully for that stretchy pull.
- Salt & white pepper – simple seasoning to balance the richness.
- Breadcrumbs & butter – for the irresistible golden topping.
Instructions
- Cook the Pasta: Bring a large pot of salted water to a boil. Cook macaroni until just al dente. Drain and set aside.
- Make the Roux: In a large saucepan, melt butter over medium heat. Whisk in flour and cook for 1–2 minutes, stirring constantly, until smooth and bubbly.
- Add Milk & Thicken: Slowly whisk in milk and half & half, stirring until smooth. Cook 3–4 minutes, whisking often, until the mixture thickens slightly and coats the back of a spoon.
- Add Cheeses: Lower heat to medium-low. Stir in Velveeta, cheddar, and Monterey Jack until completely melted and creamy. Season with salt and white pepper.
- Combine Pasta & Sauce: Fold cooked macaroni into the cheese sauce until fully coated. Pour mixture into a greased 9×13-inch baking dish.
- Make the Topping: In a small bowl, combine melted butter with breadcrumbs. Sprinkle evenly over the macaroni.
- Bake: Place in a preheated 350°F oven and bake uncovered for 40 minutes, or until bubbly and golden brown on top.
- Serve: Let cool 5 minutes before serving. Enjoy warm and gooey!
Tips for Perfect Baked Mac and Cheese
- Cook your pasta just to al dente. It will finish cooking in the oven.
- Let the milk mixture thicken before adding cheese. This helps the sauce cling to the noodles.
- Want extra crunch? Swap plain breadcrumbs for panko.
- A little paprika or cayenne sprinkled into the topping gives a hint of spice.
Storage and Reheating
- Refrigerator: Store leftovers covered for up to 4 days.
- Freezer: Wrap tightly and freeze for up to 2 months. Thaw overnight in the fridge.
- Reheat: Warm covered in the oven at 325°F until bubbly. Add a splash of milk if needed.
What to Serve with Mac and Cheese
Mac and cheese is so versatile — it can shine as the star of the meal or sit beautifully on the side of something hearty. Here are some delicious recipes that pair perfectly with this creamy baked macaroni and cheese:
- Uncle Chuck’s Grilled Chicken – smoky, tangy, and juicy, it balances the richness of the cheese sauce.
- Beef Stew – tender chuck roast with veggies makes a cozy, stick-to-your-ribs dinner alongside cheesy pasta.
- Homemade Mini Meatloaf – classic comfort food that’s even better with a creamy, cheesy side.
- Smoked Turkey – perfect for the holidays when mac and cheese is a must-have side dish.
- Vegetable Pasta Salad – a lighter, fresh side that balances the richness of baked mac and cheese.
👉 Whether you’re serving it with grilled chicken at a cookout or pairing it with beef stew on a chilly evening, baked mac and cheese is the ultimate side dish that goes with just about everything.
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Frequently Asked Questions
Can I use different cheeses for baked mac and cheese?
Yes! Cheddar is classic, but adding Monterey Jack, Gouda, or Gruyère makes it extra creamy and flavorful.
Can I make mac and cheese ahead of time?
Definitely. Assemble, cover, and refrigerate for up to 24 hours. Add 10 minutes to the baking time when ready to cook.
How can I keep my baked mac and cheese creamy?
Make sure to cook your roux and whisk the milk slowly. Don’t overbake, since extra time in the oven can dry it out.
Creamy Baked Mac and Cheese
Equipment
- saucepan
Ingredients
- 1 lb elbow macaroni cooked al dente
- 4 Tbsp unsalted butter
- 4 Tbsp all-purpose flour
- 2 cups milk
- 1 cup half & half
- 1 lb Velveeta cheese cubed
- 2 cups cheddar cheese shredded
- 2 cups Monterey Jack cheese shredded
- 1 tsp salt
- ½ tsp white pepper or black pepper, if preferred
For the Topping
- 2 Tbsp unsalted butter melted
- 1 cup breadcrumbs regular or panko
Instructions
- Bring a large pot of salted water to a boil. Cook macaroni until just al dente. Drain and set aside.
- In a large saucepan, melt butter over medium heat. Whisk in flour and cook for 1–2 minutes, stirring constantly, until smooth and bubbly.
- Slowly whisk in milk and half & half, stirring until smooth. Cook 3–4 minutes, whisking often, until the mixture thickens slightly and coats the back of a spoon.
- Lower heat to medium-low. Stir in Velveeta, cheddar, and Monterey Jack until completely melted and creamy. Season with salt and white pepper.
- Fold cooked macaroni into the cheese sauce until fully coated. Pour mixture into a greased 9×13-inch baking dish.
- In a small bowl, combine melted butter with breadcrumbs. Sprinkle evenly over the macaroni.
- Place in a preheated 350°F oven and bake uncovered for 40 minutes, or until bubbly and golden brown on top.
- Let cool 5 minutes before serving. Enjoy warm and gooey!
Video
Notes
Recipe Notes
- Cheese swaps: Try mozzarella for extra stretch, pepper jack for spice, Colby for creaminess, or smoked gouda for a deep savory flavor.
- Velveeta alternatives: Swap in cream cheese for a less processed option and add an extra ½ cup shredded cheese for balance.
- Breadcrumb options: Use panko for extra crunch, or substitute crushed Ritz crackers or cornflakes for a fun twist.
- Make-ahead: Assemble earlier in the day, cover, and refrigerate. Add 5–10 minutes to baking time when ready to cook.
- Add-ins: Cooked bacon, ham, broccoli, or jalapeños make it even heartier and more flavorful.