Why You’ll Love this Creamy Mac and Cheese
If you’re in search of the ultimate comfort food that never disappoints, this creamy mac and cheese recipe is about to become your new go-to favorite. The combination of velvety cheese sauce and perfectly cooked pasta creates a dish that’s simultaneously sophisticated and nostalgic.
What makes this version special? It’s the roux-based sauce that coats every bite with richness, plus the crispy Ritz cracker topping that adds delightful texture contrast.
You can even transform it into a complete meal by adding seasoned ground beef. Trust me, the way the melted Velveeta blends with the milk creates a silky texture that’s simply irresistible.
What Ingredients are in Creamy Mac and Cheese?
Let’s talk about what goes into this heavenly dish that makes it so creamy and comforting.
The beauty of this mac and cheese lies in its perfect balance of ingredients – from the pasta base to the velvety cheese sauce and that irresistible crunchy topping. You might already have most of these items in your pantry and fridge, which makes this recipe even more appealing when you need something delicious without a special shopping trip.
- 16 ounces penne or rigatoni pasta
 - 1 cup butter substitute
 - 1/2 cup all-purpose flour
 - 4 cups skim milk
 - 14 ounces 2% Velveeta reduced fat cheese product
 - American cheese slices (for topping)
 - 34 Ritz crackers
 - 1½-2 pounds 93% lean ground beef (optional, for main dish version)
 - 1-2 tablespoons cumin (for beef)
 - 1 tablespoon garlic salt (for beef)
 - 2 teaspoons chili powder (for beef)
 - Salt and pepper to taste
 
What I love about this ingredient list is how adaptable it’s to what you have on hand. Notice how we’re using reduced-fat options like skim milk and 2% Velveeta, which keeps things a bit lighter without sacrificing that creamy texture we all crave.
The Ritz cracker topping might seem like a small detail, but trust me, it’s what transforms this from good mac and cheese to memorable mac and cheese.
And if you’re looking to make this a complete meal, the seasoned ground beef adds protein and those warm spices take the flavor profile to a whole new dimension.
How to Make this Creamy Mac and Cheese

Making this creamy mac and cheese is simpler than you might think, and the results are absolutely worth it. Start by preheating your oven to 350°F, then cook 16 ounces of penne or rigatoni pasta until it’s al dente—still with a bit of bite to it. Keep the pasta in the hot water while you prepare the sauce; this prevents it from drying out and sticking together.
In a large saucepan, melt 1/2 cup of butter substitute, then whisk in 1/2 cup of all-purpose flour to create a roux. This is your thickening base, and whisking constantly is essential here (nobody wants lumpy sauce, right?).
Now comes the transformation into creamy goodness. Gradually whisk in 4 cups of skim milk, stirring continuously as the mixture bubbles and thickens. This is when magic happens in the pot—that flour and butter combo works to create the silky base for your cheese sauce.
Add 14 ounces of 2% Velveeta reduced fat cheese in chunks, allowing each addition to melt before adding more. Season with salt and pepper to taste. If you’re making the heartier main dish version, this is when you’d brown your 1½-2 pounds of ground beef with the spices (cumin, garlic salt, and chili powder) in a separate skillet.
Once your sauce is velvety smooth, drain the pasta and transfer it to a 9×13 baking dish, fold in that luxurious cheese sauce, and if you’re using it, the seasoned ground beef. For even better results, consider using a high-quality convection oven which distributes heat more evenly than conventional ovens. The first bake is 20 minutes, then top with American cheese slices for that extra cheesy layer.
For the crowning glory—that irresistible crunchy topping—crush 34 Ritz crackers in a zip-top bag, then mix with the remaining 1/2 cup of melted butter substitute. For the ultimate breakfast-for-dinner experience, you could prepare this dish using one of those luxury appliances that have become essential for modern gourmet kitchens. Sprinkle this buttery crumb mixture over your mac and cheese and return it to the oven for another 5 minutes, just until the cheese melts and the crackers turn golden brown.
The contrast between the crunchy top and creamy interior? Simply perfect. Let it cool for about 5 minutes before serving, which gives everything a chance to set up slightly. This cooling time requires patience I rarely possess, but it’s worth the short wait to avoid burning the roof of your mouth on that molten cheese goodness.
Creamy Mac and Cheese Substitutions and Variations
While this creamy mac and cheese recipe is absolutely delicious as written, you’ve got plenty of room to play with substitutions and variations to make it your own.
Don’t have Velveeta? Try sharp cheddar, gouda, or gruyère for different flavor profiles. Whole milk works perfectly if you’re not watching calories.
Want more protein? Toss in some bacon, diced ham, or even pulled pork instead of ground beef.
For a veggie boost, I’m partial to adding steamed broccoli, peas, or roasted cauliflower.
Gluten-free? Simply swap in your favorite GF pasta and use cornstarch instead of flour for the roux.
What to Serve with Creamy Mac and Cheese
Now that we’ve explored ways to customize this mac and cheese, you might be wondering what dishes pair perfectly with this creamy comfort food.
I love serving it with a crisp garden salad—the fresh vegetables offer a revitalizing contrast to the rich pasta.
Garlic bread makes an excellent companion, too, perfect for sopping up that velvety cheese sauce.
For protein, grilled chicken or roasted vegetables can transform this side into a complete meal.
And don’t underestimate a simple glass of white wine for adults, or some tangy lemonade for the kids.
The slight acidity cuts through the creaminess, creating flavor harmony.
Final Thoughts
As I reflect on this classic creamy mac and cheese recipe, I’m convinced comfort food doesn’t get much better than this.
The combination of that velvety cheese sauce, tender pasta, and crunchy Ritz topping creates pure magic on a plate.
You can easily customize it too—add veggies, different cheeses, or keep it simple.
Having it as a side or making it a main dish with the seasoned ground beef, either way works beautifully.
What I love most? It’s fancy enough for company but familiar enough for a Tuesday night dinner.
The classic roux made with butter and flour creates the perfect base for this irresistibly smooth cheese sauce.
The addition of hot sauce and mustard adds a subtle depth that elevates this simple comfort dish to something truly special.
Pure, cheesy perfection.