Creamy Macaroni and Cheese

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Cottage cheese, sour cream and Velveeta come together to make the richest, creamy macaroni and cheese. You’ll love the cheddar cheese and crispy bread crumb topping!

A close up of macaroni and cheese

Baked Macaroni and Cheese

OK, friends.  Today I’m sharing with you a recipe that has been a family favorite since we’ve been married.  We love trying out new recipes and creating our own, and so many meals that were really good get lost in the shuffle.  But a few are so good that they stand the test of time.  This Rich and Creamy Macaroni and Cheese is one of those recipes.

I can remember finding this cheesy macaroni recipe when we were first married.  We’d make a pan of this and it would feed us for almost a whole work week.  Cooking one meal and having it last 4 or 5 meals?  Those were the days. Then little kids came into the picture.  At first, they didn’t like this homemade mac ‘n cheese. They preferred the boxed variety. Go figure.

Then the kids grew up and suddenly they think homemade macaroni and cheese is pretty great.  And this big batch of cheesy goodness lasts us two meals at best.

A close up of a plate of pasta and cheese,

My favorite part of this mac ‘n cheese is the combination of the rich, creamy cheese sauce covering the macaroni, paired with the crunchy topping of bread crumbs and cheddar cheese.  It’s simply fantastic.  The kids today prefer the creamy bottom layer to the crunchy topping, so I gladly take their topping and add it to mine.

Macaroni and Cheese with Three Cheeses

What makes this casserole so creamy?  It has Velveeta, cottage cheese and sour cream. Don’t worry, though.  If you don’t like sour cream or cottage cheese, you won’t taste it in there. If you’re worried about the texture of cottage cheese, you can run it through the food processor to make it smooth, but it is definitely not necessary. It all bakes together nicely. The combination of those three ingredients make this the richest and creamiest macaroni and cheese ever!

You may also love our hamburger mac and cheese dinner.
Creamy Macaroni and Cheese {With 3 Cheeses & Bread Topping}
Creamy Macaroni and Cheese {With 3 Cheeses & Bread Topping}

Homemade Macaroni and Cheese

4.60 from 40 votes
Three types of cheeses come together to make the richest, creamiest macaroni and cheese ever.
Servings 10 servings
Prep Time 30 minutes
Cook Time 30 minutes
Total Time 1 hour

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  • 3 cups uncooked elbow macaroni
  • 6 tablespoons butter divided
  • 1/4 cup all-purpose flour
  • 1 teaspoon salt
  • 1 teaspoon sugar
  • 2 cups milk
  • 8 ounces Velveeta cheese cubed
  • 1-1/3 cups cottage cheese
  • 2/3 cup sour cream
  • 2 cups shredded sharp cheddar cheese (8 ounces) divided
  • 1-1/2 cups soft bread crumbs


  • Preheat the oven to 350 degrees.
  • Cook macaroni according to package directions. Drain the macaroni and place it in a greased 9x13 baking pan.
  • In a medium saucepan, melt 4 tablespoons butter. Add in the flour, salt and sugar, then stir until smooth. 
  • Gradually add in the milk, stirring constantly. Bring to a boil; cook and stir for 2 minutes or until the mixture has thickened. Reduce the heat to low.
  • Stir in the Velveeta cheese until melted. 
  • Stir in cottage cheese, sour cream and 1 cup cheddar cheese until melted.
  • Pour the cheese mixture over macaroni. Sprinkle with the remaining cheddar cheese.
  •  Melt remaining butter and toss with bread crumbs; sprinkle over top the casserole.
  • Bake, uncovered, at 350° for 30 minutes or until golden brown.



Serving: 173g | Calories: 410kcal | Carbohydrates: 30g | Protein: 18g | Fat: 24g
Author Lizzy T
Course Main Dish
Cuisine American
Calories 410

Adapted from Taste of Home

About Lizzy T

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Chris Baird
7 years ago

Thanks so much for the great recipe. It’s absolutely THE best mac & cheese recipe ever. I made it a couple weeks ago but I didn’t have Velveeta on hand (substituted a bag of colby jack cheddar blend) and it came out perfect. I need to make something to take to a potluck dinner tomorrow & thought I bookmarked your website but didn’t. I almost had an anxiety attack trying to find it. THERE IS NO SUBSTITUTE!!!! I’m going to try it with the Velveeta this time, but I have to agree with Denise…I’m not a fan..,that being said, I… Read more »

6 months ago

5 stars
Most delicious mac and cheese ever. I experimented and added cottage cheese with chives. So good

7 months ago

Can’t wait to try bit wandering what you use for soft bread crumbs?

1 year ago

5 stars

3 years ago

I made this in the crockpot for a potluck high for 30 to get crust then low for 2/12 it was fantastic started out warm with all ingredients

3 years ago

4 stars
This mac n cheese is good. I have my own 5 cheese recipe and it’s rich , delicious and creamy in a different way and has a totally different taste. This mac n cheese is an awesome no fuss mac n cheese for a weekday or cook out side dish. It’s a casual and kid friendly mac n cheese. I don’t cook with velveeta, but it works well in this dish, it just does.

michele marie fitch
3 years ago

thank you

michele marie fitch
3 years ago

can i swap ricotta for the cottage?

3 years ago

5 stars
I have been making this recipe for years now and wanted to scroll through the comments to see if anyone has had luck freezing it. I know it isn’t strenuous to make, but we just had baby boy #2 and I work nights so I’ve been trying to make as many freezer meals as possible to know my husband and toddler are fed. I will say this recipe is absolutely perfect! The only thing I change is using Ritz crackers on top instead of bread crumbs. Thank you for the creamy cheesy comfort food!

4 years ago

5 stars
I spend holidays with friends and this mac & cheese recipe has become a “must bring” to each meal. It seems that I never make enough of it !

5 years ago

Do you drain any of the liquid off the cottage cheese?

5 years ago

Can you sub Cream Cheese for cottage cheese?

8 years ago

Sounds good until I read the Velvetta..Don’t use that nasty stuff

10 years ago

This sounds awesome. Thanks for linking to What’d You Do This Weekend.

10 years ago

Love a great mac and cheese. looks creamy delicioso!

~ sharon and denise