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A bowl of macaroni and cheese.
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5 from 3 votes

Macaroni and Cheese

This homemade Macaroni and Cheese is very easy to make and SO much better than the boxed variety!
Prep Time20 mins
Cook Time25 mins
Total Time45 mins
Course: Main Course, Pasta, Side Dish
Cuisine: American
Servings: 6 servings
Calories: 512kcal


  • 2 cups elbow macaroni
  • ¼ cup butter divided
  • 3 tablespoons flour
  • 1 teaspoon Lawry's Seasoned Salt
  • ½ teaspoon dry mustard
  • freshly ground black pepper to taste
  • 2 cups milk warmed for 1 minute in microwave
  • 8 ounces Velveeta cheese, cubed
  • 1 ½ cups shredded sharp cheddar cheese
  • ¼ cup Italian style panko bread crumbs


  • Cook elbow macaroni in boiling, salted water for 6 minutes. Drain and set aside.
  • Preheat oven to 350 degrees. Melt 3 tablespoons of the butter in large saucepan on low heat. Blend in flour; cook and stir 1 minute. Gradually whisk in milk; cook, stirring constantly, until thickened. This will take about 4 to 5 minutes.
  • Stir in Lawry's Seasoning Salt, mustard and pepper and then add Velveeta and cheddar cheese; stir until melted.
  • Stir in macaroni, mix well and remove from heat. Pour into a lightly greased 1 ½ quart casserole.
  • Melt remaining 1 tablespoon butter; toss with bread crumbs. Sprinkle casserole with bread crumb mixture.
  • Bake for 20 to 25 minutes or until bubbly and heated through.
  • For a nice browned top, at end of baking time, crack open oven door, turn to broil and cook for an additional 2 or 3 minutes. Watch closely and remove from oven as soon as it is golden brown.


Calories: 512kcal | Carbohydrates: 50g | Protein: 24g | Fat: 24g | Saturated Fat: 15g | Cholesterol: 72mg | Sodium: 1337mg | Potassium: 384mg | Fiber: 2g | Sugar: 9g | Vitamin A: 981IU | Vitamin C: 1mg | Calcium: 536mg | Iron: 1mg