Baked Macaroni and Cheese {Using Velveeta}

Made with Gruyere Cheese, Sharp Cheddar, and Velveeta, this Three Cheese Macaroni and Cheese may just be the creamiest you have ever tried!

A fork scooping up Three Cheese Macaroni and Cheese

Have you ever come across an idea in your head about learning how to perfect a certain type of food or a recipe?

Then you find out that the recipe you picked to ‘mold and shape’ isn’t going to be as easy as you thought?

This recipe for Three Cheese Macaroni is the result of 15 years of trial and error in our house. Needless to say, plenty of blood, sweat, and tears have gone into perfecting it!

A bowl full of Three Cheese Macaroni and Cheese

Dishes that have a nostalgic beginning to them are the ones we enjoy the most.

This one is actually a combination of three different recipes that I decided to shape into one. There’s a little bit of family history in it, as well as southern flair.

I received inspiration for this recipe from the following sources:

  • My mother-Everyone who has tried my mother’s version of macaroni and cheese literally falls in love with it. She was up here visiting us during the holidays last year so I decided to watch her make her recipe. There were two ingredients that stood out to me–American Cheese and Cellentani noodles. I also noticed that the noodles were a HUGE hit with the kiddos!
  • Trisha Yearwood-Trisha’s recipe for Macaroni and Cheese has been a family favorite of ours for a while. However, I wanted something a bit more creamier. I noticed her method for making it was similar to my mother’s method.
  • My old “trial and error” recipes-I decided to take the ‘herb’ topping, the Sharp Cheddar cheese, and the Gruyere cheese from my old recipes and combine them with my mother’s and Trisha’s.

Taking these three ideas and turning them into one recipe was an epic success!

My children went back for THIRDS! Yes…thirds! Husband Man, who doesn’t have an opinion on macaroni and cheese, gobbled up his first serving. Then, went back for seconds while stating, “Man this stuff is good!”

After 15 years of trying to make macaroni and cheese, I finally found a winning recipe!

I feel like I hit the jack pot when it comes to this recipe!

We hope your family will enjoy it as well πŸ˜‰

For more delicious recipes that contain pasta, check them out here.

Made with Gruyere Cheese, Sharp Cheddar, and good ole' American cheese, this Three Cheese Macaroni may be the creamiest dish you have ever tried!

Three Cheese Macaroni and Cheese

Made with Gruyere Cheese, Sharp Cheddar, and Velveeta, this Three Cheese Macaroni may just be the creamiest you have ever tried!
Prep Time: 15 minutes
Cook Time: 20 minutes
Total Time: 35 minutes
Course: Main Dish
Cuisine: American
Keyword: casserole, Christmas, comfort food, summer, Thanksgving
Serves: 12 servings
Calories Per Serving: 294


  • 16 ounce box of Cellentani noodles
  • 4 Tablespoons unsalted butter
  • 4 Tablespoons all-purpose flour
  • 1 teaspoon salt
  • 2 cups milk
  • 1 and 1/2 cups sharp cheddar cheese (shredded)
  • 4 ounces Velveeta cheese (sliced)
  • 4 ounces Gruyere cheese (sliced)

For The Herb Topping:

  • 1/2 cup Italian seasoning panko crumbs
  • 2 Tablespoons unsalted butter, melted


  • Preheat the oven to 350 degrees.
  • Boil the entire box of Cellentani noodles until cooked. Drain and place them in a buttered casserole dish. Set aside.
  • In a medium sauce pan on medium low heat, melt the 4 Tbsp. of unsalted butter. Once melted, slowly whisk in the 4 Tbsp. of flour and the 1 tsp. of salt. Continue whisking until the flour turns pale brown (about 2 to 3 minutes). 
  • Slowly whisk in 1 cup of milk. Then whisk in the other cup of milk. Continue whisking until the mixture starts to thicken (about 5 to 10 minutes).
  • Stir in the sharp cheddar cheese, Gruyere Cheese, and the Velveeta Cheese. Keep stirring until all 3 cheeses have melted.
  • Pour the cheese mixture into the baking dish filled with noodles. Stir until well combined. 

To Make The Topping:

  • Combine the melted butter and the 1/2 cup of Italian Panko Crumbs. Sprinkle them across the top of the noodles
  • Bake for 15 to 20 minutes or until the cheese starts bubbling around the edges.

Libby’s Notes

Recipe Source:Β My mother, Trisha Yearwood, and myself πŸ™‚Β 


Calories: 294kcal | Carbohydrates: 35g | Protein: 11g | Fat: 11g | Saturated Fat: 6g | Cholesterol: 33mg | Sodium: 414mg | Potassium: 183mg | Fiber: 1g | Sugar: 4g | Vitamin A: 425IU | Calcium: 209mg | Iron: 0.7mg
Tried this recipe?Mention @cooknwithlibby or tag #cookwlib!


  1. 5 stars
    This is our family’s go-to recipe for mac and cheese! Nothing else seems to come close πŸ˜‰

    1. Glenda East says:

      Can’t wait to try it.tonight I am making husbands best casserole . Can’t wait for my hubby to come home from work for supper !!

      1. I hope you and your hubby enjoy it Glenda πŸ˜‰

  2. Stephanie says:

    The recipe ingredients call for gruyere cheese but yet your directions indicate havarti cheese. Can you please identify which cheese I should be using?

    1. I’m sorry. It’s Gruyere cheese. I have made the corrections. Thank you for pointing this out πŸ˜‰

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