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Pioneer Woman Mac and Cheese with Velveeta

Pioneer Woman Mac and Cheese with Velveeta - recipe card
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This ultra-creamy mac and cheese combines sharp cheddar with velvety Velveeta for a rich, indulgent sauce that clings to every elbow. Finished with a buttery, golden panko crust, it’s a comforting crowd-pleaser perfect for weeknight dinners or holiday gatherings.

Ingredients

Scale
  • 8 oz (about 2 cups) elbow macaroni
  • 2 tbsp unsalted butter, plus 2 tbsp for the topping
  • 2 tbsp all-purpose flour
  • 2 cups whole milk
  • 4 oz Velveeta cheese, cut into 1/2-inch cubes
  • 1 cup shredded sharp cheddar cheese (about 4 oz)
  • 1/2 tsp kosher salt
  • 1/4 tsp black pepper
  • 1/4 tsp garlic powder
  • 1/4 tsp onion powder
  • 1/2 cup panko breadcrumbs
  • 1/2 tsp paprika (optional, for color)

Instructions

  1. Preheat the oven to 375°F (190°C). Bring a large pot of salted water to a rolling boil—use about 1 tablespoon of salt per gallon of water for seasoning the pasta.
  2. Add the elbow macaroni and cook according to package directions until al dente, typically 7-8 minutes. Stir occasionally to prevent sticking. Drain well and set aside.
  3. In a large saucepan or Dutch oven, melt 2 tablespoons of butter over medium heat. Once the butter is fully melted and just begins to foam (but not brown), sprinkle in the flour.
  4. Whisk the flour into the butter continuously for 1-2 minutes until the mixture is smooth and bubbling. This roux will help thicken the cheese sauce without lumps.
  5. Slowly pour in the whole milk, whisking constantly to dissolve the roux. Continue to cook over medium heat, whisking frequently, until the mixture thickens enough to coat the back of a spoon, about 3-5 minutes. Do not let it boil rapidly, or the sauce may curdle.
  6. Reduce the heat to low. Add the Velveeta cubes and stir gently with a spatula until fully melted and smooth. This should take about 2-3 minutes—ensure the sauce is not too hot to avoid breaking the cheese.
  7. Remove the pan from heat and stir in the shredded cheddar cheese. Stir until the cheddar is completely melted and the sauce is silky and smooth. The sauce will be thick, but it should be pourable.
  8. Season the sauce with kosher salt, black pepper, garlic powder, and onion powder. Taste and adjust seasoning if needed—Velveeta is salty, so add more salt with care.
  9. Add the drained macaroni to the cheese sauce and stir gently until every piece is evenly coated. Pour the mixture into a 2-quart baking dish or 8×8-inch casserole dish, spreading it into an even layer.
  10. For the topping: melt the remaining 2 tablespoons of butter in a small skillet over medium heat. Add the panko breadcrumbs and stir constantly until they are golden brown and toasted, about 3-5 minutes. Toasting prevents sogginess and adds a nutty flavor. Remove from heat and stir in paprika if using.
  11. Sprinkle the toasted panko topping evenly over the mac and cheese.
  12. Place the baking dish on a rimmed baking sheet (to catch any overflow) and bake, uncovered, for 20-25 minutes, until the edges are bubbly and the topping is deep golden brown. The casserole is done when the internal temperature reaches 165°F (74°C).
  13. Let the mac and cheese rest for 5 minutes before serving. This allows the sauce to set slightly so it doesn’t run when served, while still being creamy.

Notes

Storage: Leftover mac and cheese can be stored in an airtight container in the refrigerator for up to 4 days. Freezing: For longer storage, wrap the cooled dish tightly in plastic wrap and foil, and freeze for up to 3 months. Thaw overnight in the refrigerator before reheating. Reheating: To reheat individual portions, microwave on high for 1-2 minutes, stirring halfway. For a crispy topping, reheat in a 350°F (175°C) oven for about 10-15 minutes, or until heated through. If the sauce appears dry after reheating, add a splash of milk to restore creaminess.

Nutrition

Keywords: mac and cheese, Velveeta mac and cheese, creamy macaroni, baked mac and cheese, Pioneer Woman recipe, cheesy pasta, comfort food, side dish, casserole, family dinner

Find it online: https://inspiredbypioneerwoman.com/pioneer-woman-mac-and-cheese-with-velveeta/