Homestyle Macaroni and Cheese Bake

"I like this recipe because it's a great side dish for fried chicken, chops or meatloaf. I got the cream of mushroom soup idea from my grandmother who faithfully added it to boxed macaroni and cheese. I just decided to take it to another level!"
photo by a user photo by a user
Ready In:




  • Cut ingredients in half or thirds for less servings.
  • Boil elbow noodles till done, but still firm.
  • Drain.
  • Rinse with warm water to remove excess starch.
  • Cut processed cheese into chunks.
  • Pour water in large saucepan and heat till slightly boiling.
  • Add all processed cheese, stir till almost melted.
  • Lower heat on cheese sauce to prevent scorching and add mushroom soup.
  • Stir till fully incorporated.
  • Remove from heat.
  • Pour noodles into roasting pan.
  • Add butter and stir till melted.
  • Stir in cheese sauce.
  • Top with shredded cheese and bake at 350F till top is slightly brown.

Questions & Replies

Got a question? Share it with the community!


  1. Well, I thought I had tried them all. However this one has them all beat hands down. The problem with mac n cheese recipes, is that people usually think the putting many kinds of cheese in a the recipe, somehow makes it the best. Problem with that philosophy, is that after a while, the dish becomes overly rich. This dish, uses a lot of Velveeta and cheddar, but the mushroom soup, makes it different, but no one will know ever know that you've got it in there, even the mushroom haters. I know now that I will never need another recipe for my favorite comfort food. What I need is about 3 or 4 more stars so I could give this eight stars. Try it and I think you'll agree.
  2. I originally gave this just 3 stars, but had to come back and give it 4, and then finally all the way up to 5! I tried halving the recipe and it came out too cheesy creamy. After I posted my original review I added more cooked macaroni and it became delicious, especially the next day. The kids still don't like it (they're boxed mac n cheese addicts), but I do, and I still think it tastes alot like Stouffer's... only better. I will definitely make this again. I just need to figure out how to cut down the mass quantity of servings this recipe makes. That's still okay, because the leftovers are awesome.



Find More Recipes