Creamiest Macaroni & Cheese

This is by far the creamiest macaroni and cheese you will ever try! It's really easy and one pot - I love it! Plus with only 5 ingredients - it will be on the table in just 20 minutes!

I'm pretty much a Macaroni & Cheese addict and this is so good. It's probably the closest to the creamy texture of the blue box kind. Your whole family will love it! 

How do you make Creamy Macaroni and Cheese on the stovetop?

This was a whole new way to make mac & cheese for me! Here's the key - you actually need to measure the water and then - HALF COOK THE PASTA! Next - add your cheeses and butter - and cook until the macaroni is done. That's it! How easy is that?! 

Why does it work? Well the pasta water has starches from the pasta. The starch in your pasta water serves as an emulsifying agent and also a thickener. So when you add the cheeses and butter it helps everything meld together and that's why it's so darned creamy!!!! 

What cheese do you use to make super creamy mac & cheese? 

This was also a surprise - first you gotta use Velveeta - of course. BUT - the other cheese is this Old English cheese spread! I'm sure you've seen these little glass jars at the store - or in your Grandpa's fridge! Normally you spread this stuff on crackers - but not today! Today - you scoop it out and put it in the pan! Super creamy mac & cheese is born!

Now if you're stuck in your house and don't have Old English - you could just double up your Velveeta! It won't be exactly the same - but it'll get you close. :-) 

My friend Rhonda passed this recipe onto me - it's her Grandpas! And if you ever see my fun nails in my blog posts - that's all Rhonda - she's also my nail tech! Rhonda also gave me the recipe for Cherries in the Snow that I made over the holidays (zomg so good!). 

This recipe is delicious but because I live alone - I didn't want to make a full batch - so this is about a half batch. If you've got a family of four - you can have this as an entree - or plus up and you've got leftovers!

To make the full batch it's 8 cups water, 1 full box of macaroni, 1 stick of butter, 1 whole small box of Velveeta and 3 jars of Old English. I have to say - I almost wish I'd made the full batch - it was sooooo good! 

What to serve with Macaroni & Cheese? 

Now I'm of the mindset that Mac & Cheese is an entree - not a side dish - but if you would like some accoutrements - I've got you covered! 

- Olive Garden Salad & Dressing - hey - a salad gets all your veggies in and you're good! 
- Air Fryer Chicken Legs - these are so delicious - a great marinade and the drumsticks are super juicy!
- Weight Watchers Turkey Meatloaf - this recipe sure isn't diet friendly - so pair it with something that is!  

The Creamiest Macaroni & Cheese

The Creamiest Macaroni & Cheese

Yield: 4
Prep time: 10 MCook time: 10 MTotal time: 20 M
This is by far the creamiest macaroni and cheese you will ever try! It's really easy and one pot - I love it! Plus with only 5 ingredients - it's simple and will be on the table in just 20 minutes!


  • 5 cups water
  • 1/2 lb elbow macaroni
  • 2 jars Old English cheddar cheese spread
  • 8 oz Velveeta cut into cubes (2 blocks if you use Velveeta mini blocks) 
  • 1/2 stick butter in cubes


How to cook The Creamiest Macaroni & Cheese

  1. Bring water to boil in large pot - BE SURE TO MEASURE THE WATER!!! 
  2. Cook macaroni until half done - do not drain
  3. Stir in cheeses
  4. When cheese is almost melted, add butter
  5. Salt & pepper to taste
  6. Sauce will thicken up after it stands for 15 minutes - or is even better the next day!
NOTE: Don't be worried if it's too soupy - if you leave it stand for 15 minutes or so - it will thicken up. That's why it's important to MEASURE the water to make sure you don't have too much. 

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  1. Velveeta in REAL mac & cheese???? NO!...just, NO! Isnt that supposed to be spelled fontina?

    1. Hey Bill! Thanks for the comment but where did I say "real" mac & cheese? I just said creamy!!! And I loved it!!!! Here's a "real" cheese based one for ya -

  2. Sounds delicious, but that's an expensive mac & cheese.

  3. Thank you for sharing my Grandpa’s recipe! I get asked to make it for a lot of events and for every holiday I attend, and it’s a hit every single time! :)

  4. This looks AH-MAZ-ING! SO creamy & dreamy. I must make this ASAP!