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Only quantities of ingredients are changed; recipe Directions below will not reflect those changes.


  • 32 ounces - Velveeta Cheese loaf
  • 1/4 cups - Butter
  • 4 cups - Whole Milk
  • 16 ounces - Elbow Macaroni
  • 2 cups - Sharp Cheddar Cheese, shredded; 8 oz
  • 2 cups - Small Cherry Tomatoes
  • 9 ounces - Fresh Spinach
  • 1 pounds - Bacon, cooked crisply, crumbled
  • 1 cups - Progresso plain or Italian-Style Panko Crispy Bread Crumbs
  • Directions:

    1) In large microwavable bowl, place cheese cubes, butter and milk. Microwave uncovered on High 8 to 10 minutes. Stir with whisk; microwave on High 4 minutes longer. Stir again; repeat microwaving until all cheese is melted and mixture can be stirred smooth, a total of about 15 minutes.

    2) Heat oven to 350°F. Cook macaroni in boiling salted water 3 minutes less than directed on box (macaroni should be firm). Drain; place in 15x10-inch (4-quart) glass baking dish. Pour melted cheese sauce over macaroni; mix well. Stir in shredded cheese, tomatoes and spinach.

    3) Cover dish with foil; bake 30 minutes. Uncover; sprinkle bacon and bread crumbs evenly over top. Bake 5 minutes longer or until top is lightly browned. Cool at least 10 minutes before serving.

    Brief Description

    Hearty version of the kid's favorite meal

    Main Ingredient:


    Category:  Pasta

    Cuisine:  American

    Prep Time: 30 min
    Cook Time: 35 min


    Can add chopped sautéed onion for variety, along with a little ground mustard.

    The cheese sauce can be melted in a saucepan on the stove instead of the microwave.


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    Posted On:

    July 26, 2013

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