Down-Home Macaroni & Cheese

With all due respect to the mac, mac and cheese is all about the cheese: the creamy melt, the richness in every bite. This is as near to perfection as you’ll find.

Let's whip it up

Prep time:

0 min

Total time:

0 min



Ingredient list

  • ¼ cup butter or margarine, divided
  • ¼ cup flour
  • 1 cup milk
  • ½ lb. (8 oz.) VELVEETA®, cut into 1/2-inch cubes
  • 2 cups elbow macaroni, cooked
  • ½ cup shredded cheddar cheese
  • 6 RITZ Crackers, crushed (about 1/4 cup)

Nutrition facts

Recipe Tips


Heat oven to 350°F.


Melt 3 Tbsp. butter in medium saucepan on medium heat. Whisk in flour; cook 2 min., stirring constantly. Gradually stir in milk. Bring to boil; cook and stir 3 to 5 min. or until thickened. Add VELVEETA; cook 3 min. or until melted, stirring frequently. Stir in macaroni.


Spoon into 2-qt. casserole sprayed with cooking spray; sprinkle with cheddar. Melt remaining butter; toss with cracker crumbs. Sprinkle over casserole.


Bake 20 min. or until heated through.