Go Back
+ servings
Close up shot of a spoonful of creamy baked mac and cheese
Print Pin
5 from 13 votes

Creamy Baked Mac and Cheese

Ooey, gooey and oh-so-cheesy! This Creamy Baked Mac and Cheese is the best mac and cheese recipe that you'll ever taste.
Course Dinner, Side Dish
Cuisine American
Keyword baked mac and cheese, creamy baked mac and cheese
Prep Time 20 minutes
Cook Time 15 minutes
Total Time 35 minutes
Servings 10 - 12 (as a side dish) or 6-8 (as an entrée)
Calories 572kcal
Author Blair Lonergan


  • 1 lb. dry elbow macaroni pasta
  • ½ cup salted butter
  • ½ cup all-purpose flour
  • 2 cups milk, at room temperature (I use 2%, but whole milk will also work well)
  • 2 cups half-and-half, at room temperature
  • 1 teaspoon Worcestershire sauce
  • 12 ounces cubed Velveeta cheese, at room temperature
  • 3 cups grated sharp cheddar cheese, divided (at room temperature)
  • 1 teaspoon salt
  • ½ teaspoon dry mustard
  • ¼ teaspoon black pepper
  • Pinch of nutmeg


  • Preheat oven to 325 degrees F. Grease a 9 x 13-inch baking dish and set aside.
  • In a large pot of salted boiling water, cook pasta for 1 minute less than the package suggestion for al dente (about 8 minutes). Drain and toss with a drizzle of olive oil to prevent sticking.
  • While the pasta boils, melt butter in a large Dutch oven (about 6-7 quarts) over medium heat. Add flour; cook, whisking constantly, for 1 minute. Very gradually, whisk in the milk and half-and-half. Bring to a boil over medium heat, whisking constantly. Remove from the heat.
  • Whisk in the Worcestershire sauce. Gradually add all of the Velveeta cheese and half of the cheddar cheese (1 ½ cups). Stir until the cheese is completely melted and smooth. Stir in the salt, dry mustard, pepper and nutmeg. Add cooked, drained pasta and stir to coat.
  • Transfer to the prepared baking dish. Sprinkle remaining 1 ½ cups of grated cheddar on top. Bake for 15 minutes, or until cheese is melted on top and the sauce is bubbly.
  • For a crispier, browner top, pop the dish under the broiler for 2-5 minutes.



To prep the mac and cheese ahead of time, assemble the dish as instructed, but do not bake. Cover with foil and refrigerate for 1-2 days. When ready to bake, allow the dish to come to room temperature on the counter for at least 30 minutes. Remove cover and bake at 325 degrees F for 20-30 minutes, or until heated through and bubbly.


Serving: 1/10 of the dish | Calories: 572kcal | Carbohydrates: 48g | Protein: 25g | Fat: 31g | Saturated Fat: 20g | Cholesterol: 96mg | Sodium: 1114mg | Potassium: 392mg | Fiber: 2g | Sugar: 7g | Vitamin A: 1177IU | Vitamin C: 1mg | Calcium: 559mg | Iron: 1mg