Grandma June's Homemade Mac 'n Cheese


  • 1/4cup butter, divided
  • 1/4cup flour
  • 1cup milk
  • 1/2pound (8 oz ) Velveeta cheese, cut into 1/2 inch cubes
  • 2cups elbow macaroni, cooked
  • 1/2cup shredded cheddar cheese
  • 6 to 8buttery crackers crushed


  • Heat oven to 350°
  • Melt 3 tablespoons butter in a medium saucepan over medium heat.
  • Whisk in flour. Cook 2 minutes, stirring constantly.
  • Gradually stir in milk.
  • Bring to a boil, cook and stir 3 to 5 minutes or until thickened.
  • Add Velveeta; cook 3 minutes or until melted, stirring frequently. Stir in macaroni.
  • Spoon into 2-quart casserole sprayed with non-stick cooking spray.
  • Sprinkle with cheese.
  • Melt remaining butter, toss with cracker crumbs, sprinkle over casserole.
  • Bake 30 minutes or until heated through and bubbly.