Creamy Baked Mac and Cheese

This creamy baked mac and cheese is rich, ultra-smooth, and incredibly comforting with that classic bubbly cheese top. A quick roux-based sauce with milk and half-and-half makes it velvety, while Velveeta guarantees a perfectly creamy melt. Sharp cheddar brings the real cheesy flavor, and a little dry mustard plus nutmeg adds subtle depth without tasting “spiced.” It’s easy enough for a weeknight but special enough for holidays and potlucks. Broil it at the end if you love a browned, crispy top.

Ingredients

• 1 lb dry elbow macaroni pasta
• 1/2 cup salted butter
• 1/2 cup all-purpose flour
• 2 cups milk, at room temperature
• 2 cups half-and-half, at room temperature
• 1 tsp Worcestershire sauce
• 12 oz cubed Velveeta cheese, at room temperature
• 3 cups grated sharp cheddar cheese, divided (at room temperature)
• 1 tsp salt
• 1/2 tsp dry mustard
• 1/4 tsp black pepper
• Pinch of nutmeg

Directions

1. Preheat oven to 325°F and grease a 9×13-inch baking dish.
2. Cook pasta in salted boiling water for 1 minute less than al dente (about 8 minutes), drain, and toss with a drizzle of olive oil.
3. Melt butter in a large Dutch oven over medium heat.
4. Whisk in flour and cook, whisking constantly, for 1 minute.
5. Gradually whisk in milk and half-and-half, bring to a boil over medium heat, whisking constantly, then remove from heat.
6. Whisk in Worcestershire sauce.
7. Stir in Velveeta and 1 1/2 cups cheddar until melted and smooth.
8. Stir in salt, dry mustard, pepper, and nutmeg, then add pasta and stir to coat.
9. Transfer to baking dish and sprinkle with remaining 1 1/2 cups cheddar.
10. Bake 15 minutes until bubbly and melted; broil 2–5 minutes for a browner top if desired.

Prep Time: 20 minutes | Cooking Time: 25 minutes | Total Time: 45 minutes
Kcal: 610 kcal | Servings: 10

Tips

Use room-temperature dairy and cheese so the sauce stays silky and melts smoothly without turning grainy.

If broiling, watch closely—cheese can go from golden to burnt fast; store leftovers covered in the fridge up to 4 days and reheat with a splash of milk.

FAQ

Can I make it ahead of time?
Yes—assemble in the baking dish, cover, refrigerate, then bake; add a few extra minutes since it starts cold.

Why cook the pasta 1 minute under al dente?
It finishes cooking in the oven so it doesn’t turn mushy.

Can I use only cheddar and skip Velveeta?
You can, but the texture may be less creamy and more prone to graininess—Velveeta helps keep it ultra-smooth.

How do I get a crispy top without drying it out?
Bake as directed, then broil 2–5 minutes at the end while keeping the inside creamy.