Classic Two-Cheese Macaroni

I love macaroni and cheese. Of the homemade variety. Like this one I made last December. Yes, it really has been since the beginning of December since I’ve made Macaroni and Cheese. Grumpy just doesn’t like my all sharp cheddar mac & cheese dish – but I totally love it (so do my kids and everyone else I know!). Grumpy grew up on the boxed stuff. I just cannot eat it.

When he wants me to buy mac and cheese in a box for him, he want’s the Velveeta Shells & Cheese Original. I just have one question. What on earth is wrong with my Grumpy when it comes to Mac & Cheese!!?! Sigh.

So, because I wanted mac & cheese, and because while browsing through my Best of Cooking Light cookbook I saw a recipe that actually called for Velveeta, I decided to try this recipe. It didn’t call for the bread crumbs (or crushed cracker topping like mom always did) and I was a little worried I wouldn’t be happy with it. But, it turned out great even without my breaded topping.

Classic Two-Cheese Macaroni
The Best of Cooking Light, page 123

1/4 cup flour
2-1/2 cups 1% milk
1 cup (4 ounces) shredded extra sharp cheddar cheese, divided
6 ounces light processed cheese (such as Velveeta Light), cubed
6 cups hot cooked elbow macaroni (about 3 cups uncooked)
1/4 teaspoon salt
Cooking Spray

Preheat oven to 375 degrees.

Lightly spoon flour into a dry m easuring cup, level with a knife. Heat a large saucepan over medium heat; add flour. Gradually add milk, stirring with a whisk until blended. Cook until thick (about 8 minutes), stirring frequently. Stir in 2/3 cup cheddar cheese and processed cheese, and cook 3 minutes or until cheese melt, stirring frequently. Remove from heat, stir in macaroni and salt.

Spoon into a 2 quart casserole dish coated with cooking spray. Sprinkle with 1/3 cup cheddar cheese. Bake at 375 degrees for 25 minutes or until bubbly. Yield: 9 servings (serving size: 2/3 cup)

Calories: 260
Fat: 7.5 grams
Fiber: 1.3 grams
WW Points: 6


  1. says

    This looks fabulous!! I’m totally with you: I’m all about the homemade stuff. It’s sooo delicious (so much better than that boxed stuff). Man, this is a comfort food that I could eat at any hour of any day. Yum!

  2. says

    Did Grumpy like it with the velveeta in it Shelby? It doesn’t look like it has any in it. I love homemade mac and cheese, espicially with breadcrumbs on top! My sil makes mac and cheese with longhorn and puts italian bread crumbs on top, it’s so darn good!

  3. says

    I love mac and cheese (only I use nutritional yeast). My dad is the same way, he prefers Kraft Dinner over anything made in the oven, weirdo!

  4. says

    I grew up on both kinds and will happily eat both kinds. So will my kids I am embarrassed to admit. :) My mom has always put a tad of Velveeta into her homemade, btw.

  5. says

    My family loves the shells and cheese store bought stuff too, but I prefer homemade mac and cheese. Your recipe looks delicious! I’m going to definitely give it a try.

  6. says

    This is how I make it, too!! My husband loves the combo of the sharp cheddar with the velveeta — I also use the light velveeta and you can’t taste a difference! Mmmm I haven’t made it in about a month and might have to make it soon!

    I add a little bit (1 tsp.) dry mustard to the sauce and just a pinch of white pepper, too.


    Those pictures are amazing.

  7. says

    Oh Shelby, you have my mouth watering. I love that it’s lower in fat and calories but still filled with cheesy goodness. Excellent recipe!

  8. says

    I grew up on the Velveeta Shells and Cheese… but once you make your own, you never look back. This looks like a good substitute for Grumpy – we all want to know – did he like it?

  9. says

    Love it!! I'm all for the homemade Mac & Cheese – trying to get my kids to eat it is a different story – they all want the boxed stuff – hubby likes the homemade. Thanks for the recipe. Can't wait to try it!

  10. says

    Grumpy and my seven year old have the same palate!

    But you know what sounds good? Velveeta mac & Cheese with crushed goldfish crackers as the breaded topping.

  11. says

    Macaroni and cheese is my ultimate comfort food. I have made it in all of its many variations but my favorites always include liberal amounts of sharp cheddar. And having grown up in a household in which my father worked for Kraft Foods, we did have the boxed kind, which as a kid I loved. But once I tasted the real thing, I was hooked. Tell Grumpy to snap out of it!

  12. says

    This looks delicious! I had to laugh while reading about your husband not liking the sharp cheddar and preferring Velveeta Shells and Cheese, my husband does like sharp cheddar mac & cheese from scratch (but don't try to add in any other cheeses, a topping, or use any pasta other than elbows) BUT the only box kind he will is is Kraft powdered original. He will not touch any of the velveeta, isn't that silly? Of the boxed variety I personally prefer velveeta to powdered cheese, oh-well. Sorry for the long comment, this post really made me smile and laugh thinking about how we try to please picky husbands :)

  13. says

    I love making everything homemade… yet I love the box mac with the powder… haha no clue what is wrong with me!! I may have to give this a try though 😉

  14. says

    YUMMY and that is a good point value for something that really sounds and looks so very hearty and good!! Thank you so much for sharing….

  15. says

    My hubby is the same way. He totally loves the boxed stuff. I found a recipe though, that he actually likes. I was sooo surprised. I can’t wait to make it again! I love, love, love, mac and cheese.

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