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

About the Author: Shelby Law Ruttan

Shelby is the author/owner of Grumpy's Honeybunch. Established in 2007, she shares and preserves family recipes as well as recipes for cooking light and keto. She is an experienced, self-taught home cook who loves to share recipes with others. You can see her work on websites such as Veal Made Easy, Parade, Community Table, SoFab Food, Yummly, and FoodGawker.


  1. Elyse March 11, 2009 at 5:31 am - Reply

    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. Barbara Bakes March 11, 2009 at 7:59 am - Reply

    My husband usually turns up his nose at mac and cheese, but maybe he would like this recipe. I love that it only has 260 calories!

  3. Cristine March 11, 2009 at 8:43 am - Reply

    I only eat homemade mac and cheese, too! How did Grumpy like this version? It looks fantastic!

  4. Donna-FFW March 11, 2009 at 10:34 am - Reply

    Did Grumpy enjoy this one? It looks outstanding. Now I am craving some! So good!!

  5. recipes2share March 11, 2009 at 10:44 am - Reply

    He MUST love this! I tried the boxed stuff & didn't care for it either!

  6. Meg March 11, 2009 at 10:51 am - Reply

    My husband is a shells and cheese guy too, but I know he would love this! It looks fantastic.

  7. Melissa March 11, 2009 at 11:30 am - Reply

    Mac ‘n cheese is one of my favorite things ever. This looks so creamy and yummy!

  8. Bunny March 11, 2009 at 1:38 pm - Reply

    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!

  9. Carrie March 11, 2009 at 1:55 pm - Reply

    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!

  10. Creative One March 11, 2009 at 2:07 pm - Reply

    Homemade mac and cheese is the best! Its looks delicious!!

  11. Laura March 11, 2009 at 2:14 pm - Reply

    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.

  12. alskamom March 11, 2009 at 3:28 pm - Reply

    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.

  13. Poodle March 11, 2009 at 4:55 pm - Reply

    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.

  14. Pam March 11, 2009 at 5:07 pm - Reply

    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!

  15. Jeni March 11, 2009 at 6:09 pm - Reply

    This looks delicious. I can’t believe how low calorie it is. WOW!!

  16. averagebetty March 11, 2009 at 6:12 pm - Reply

    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?

  17. Katy March 11, 2009 at 6:25 pm - Reply

    At four thirty this morning I was staring at your pictures and wanting Mac & Cheese!!! Looks delish!

  18. teresa March 11, 2009 at 6:33 pm - Reply

    Oh my gosh, I’m making this for dinner tomorrow! It looks wonderful!

  19. jtr4511 March 11, 2009 at 7:09 pm - Reply

    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!

  20. noble pig March 11, 2009 at 11:30 pm - Reply

    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.

  21. Olga March 11, 2009 at 11:46 pm - Reply

    can't remember the last time I had mac & cheese 🙁 Yours looks awesome.

  22. The Duo Dishes March 12, 2009 at 12:13 am - Reply

    Mmmmm, nothing says warm and homey like mac and cheese. We should stick with individual portions, so not to go overboard!

  23. Lisa March 12, 2009 at 12:50 am - Reply

    Yum! believe it or not my son would rather eat Kraft than my mac and cheese…disgraceful , right?

  24. tardevil March 12, 2009 at 2:16 am - Reply

    Gosh, that looks so good – so much better than the boxed stuff. I like that it’s not “that” fattening too!

  25. Joie de vivre March 12, 2009 at 2:24 am - Reply

    That looks so good. I love how the calories and nutritional info are attached!

  26. J.Danger March 12, 2009 at 2:36 am - Reply

    Mac and cheese is my number one comfort food! Coincidentally I made some yesterday, and I put Pepper Jack in it, with Edamame. So good.

  27. Megan March 12, 2009 at 4:18 am - Reply

    I was thinking mac and cheese with our Easter dinner. this is a great version!

  28. veggie belly March 12, 2009 at 5:13 am - Reply

    that looks so yummy, you are making me hungry!

  29. Robin Sue March 12, 2009 at 10:39 am - Reply

    My one son can eat mac and cheese for breakfast lunch and dinner! I like it wiht the flour milk sauce too. So nice and creamy that way.

  30. Matt's Kitchen March 12, 2009 at 11:35 am - Reply

    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!

  31. Andrea March 12, 2009 at 4:37 pm - Reply

    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 🙂

  32. Tangled Noodle March 12, 2009 at 4:51 pm - Reply

    May I have more, please?

  33. CookiePie March 12, 2009 at 5:10 pm - Reply

    That looks sooooo delicious! I love that you mixed your extra-sharp Cheddar with his Velveeta — I guess marriage is really all about compromise 🙂

  34. stephchows March 12, 2009 at 7:46 pm - Reply

    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 😉

  35. Kaitlin March 12, 2009 at 9:51 pm - Reply

    Mac & cheese…mmmmm! Yours looks heavenly!

  36. Ginger March 13, 2009 at 12:53 am - Reply

    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….

  37. Leslie March 13, 2009 at 2:20 am - Reply

    Yum yum. I actually perfer no toppng on my mac and cheese

  38. Katie's blog March 13, 2009 at 3:31 am - Reply

    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.

  39. RecipeGirl March 13, 2009 at 1:04 pm - Reply

    Oh, you’re killin’ me w/ the mac and cheese recipe. I love the stuff. Hey, at least it’s from CL!

  40. Reeni♥ March 14, 2009 at 3:29 pm - Reply

    That looks so cheesy and creamy, yum! I didn’t know their was such a thing as Velveeta light. I love the way it melts.

  41. The Little Teochew August 26, 2009 at 9:21 am - Reply

    Hi, I just made this and linked you. Thanks so much for this recipe 🙂

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Shelby Welcome! I'm Shelby, author of Grumpy's Honeybunch. I have been sharing family favorite recipes since 2007. I started the Keto Diet in October 2017 and since then I have been creating Keto ... read more

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