Baked Macaroni and Cheese

Macaroni and cheese is a universal comfort food, I think. In our house it’s not just the kids who love it, but the adults, too. I came across this recipe a decade and a half ago, and my family just LOVED it! I’ve played around with it and added butter crumb toppings, butter saltine toppings, etc. If you want a real treat, chunk up some ham and add that; it’s fantastic! As always, this recipe can be easily altered to cut down on fat and calories, and still be very tasty.

So, let’s get cooking!


Cook the pasta and when done, drain and rinse off to cool and prevent sticking. You can use any shape pasta, really, but I love elbow macaroni and shells; they’re like little pockets holding the yummy cheese sauce.

While the pasta is cooking, grate the cheddar cheese and cube the Velveeta.

Start the sauce. In a large saucepan, make the roux by melting the butter and adding the flour, using a whisk. Let it bubble for a minute or two, stirring.





Slowly add about 1 cup of the milk (measure out the full amount so you have it all ready, but only pour in about a cup) and stir constantly to mix into the roux. Use a rubber spatula to get around the edges of the pan where the whisk may not reach as well. You may have some lumps at first, but fear not; just keep stirring with the whisk and you’ll work them out.

Add the rest of the milk and do the same thing, stirring constantly with the whisk. It takes maybe about 5-7 minutes or so to start thickening. Keep the heat on medium high, stirring, until it’s thick enough. Add the salt and pepper.

Add the sour cream and shredded cheddar cheese and the parmesan, stirring to melt, then the Velveeta. Use the whisk to stir frequently, until all the cheese is melted and blended in well. Remove from heat.

Make the butter crumb topping by melting the butter in a bowl and then stirring in the bread crumbs until thoroughly coated. Set aside.

When the pasta is cooked and drained, place in a greased 13X15” baking dish. Pour the cheese sauce on and mix well into the pasta. Sprinkle the crumb topping evenly over the macaroni and cheese.



Bake in a 350° oven for about 45 minutes, until golden brown on top, bubbly, and the food is nicely browned on the sides of the pan. People in my family fight over that golden brown cheesy yumminess around the sides of the pan! ;) Enjoy! ~TMMF

Baked Macaroni and Cheese

See how the cheese turns brown
and yummy on the sides? -Squee!-

1 lb. macaroni pasta
½ c butter
½ c + 2 Tbl flour
3 c milk
1 c sour cream
8 oz Velveeta
2 ½ c cheddar cheese
¼ c parmesan cheese
1 tsp salt
¾ tsp pepper


Butter Crumb Topping

3 Tbl. Butter
¾ c. seasoned bread crumbs