Mom’s VELVEETA Macaroni and Cheese

On the first day of coronavirus hibernation, Sis and I decided to console ourselves with the ultimate comfort food and a staple meal from our childhood, Velveeta macaroni and cheese. Our mom used to make this almost every Friday during the Catholic Lenten season. It was typically a side dish to some broiled cod with melted butter, but it can and does stand alone as a meal. And we ate it for our dinner two nights in a row.

I’m not typically a fan of VELVEETA cheese but it certainly has its time and place. The texture of VELVEETA cheese is a bit gross and rubbery. And what’s up with a loaf of cheese that you can store in the shelf of your cupboard shelf?

Speaking of which, you should know that despite the fact that you can store this on your cupboard shelf, it does not last forever. In 2015 my local Walmart was closing it’s doors and I scored two loaves of VELVEETA cheese on sale at 50% off. (Also, why is VELVEETA cheese so freaking expensive?) I used one loaf rather immediately but left the other one alone for a while. A long while.

Sometime in 2019 I remembered I had some in my cupboard and gleefully ripped it open hoping to make one my favorite of childhood dishes. I was shocked and horrified to see that the cheese had seemingly shrunk and turned a dark orange color and perhaps oxidized or grown some weird sort of mold–I remember it being discolored.

At any rate, my mom’s family recipe is super simple. You basically cook noodles, add about 8 to 12 ounces of cubed cheese and ½ a stick of butter along with as much milk as it takes to yield a creamy dish. You will notice my recipe is slightly different. Sis and I had very little “milk” in the house (just a tiny amount of half-and-half that we really needed to reserve for morning coffee) and so I decided to use my trusty technique of substituting  milk for pasta water. It’s never failed me before and did not fail me in this instance. The pictures don’t lie, my friends.


  • 1 16-oz box of pasta, your favorite shape
  • 12 oz VELVEETA cheese, cubed
  • 4 T. butter
  • 2 T. half-and-half
  • pasta water, as needed


  1. Cook macaroni in large saucepan as directed on package for al dente noodles; drain reserving a substantial amount of your pasta water. Return to pan.
  2. Stir in cheese, butter, and half-and-half; cook on medium-low heat adding in pasta water as necessary until cheese is completely melted and mixture is well blended, stirring frequently. I used a substantial amount of pasta water to get a nice creamy result.
  3. Serve immediately.

Recipe rating: 

1 Comment

  1. Sometime, years ago, I started saving and adding pasta water to mac and cheese, both the homemade kind and the box kind. Sometimes, I just cook the noodles in minimal water without draining. Either way, it’s amazing how much creamier it gets. Why isn’t this technique incorporated into the directions on the box kind? Why did my mom never do that when I was little?


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