Step 1

Preheat the oven to 350 degrees Fahrenheit. Grease a 2-quart casserole with non-stick spray or butter. Set aside.

Step 2

Melt 3 tablespoons of butter in a medium saucepan over medium heat. Whisk in the flour and stir for 2 minutes, or until the mixture forms a thick paste. Gradually whisk in the milk and bring to a boil. Continue to whisk until the sauce thickens, about 3 to 5 minutes.

Step 3

Add the Velveeta cheese and stir for 3 minutes, or until melted. Toss in the cooked macaroni.

Step 4

Spoon the mac and cheese into the greased casserole. Sprinkle the cheddar cheese evenly on top.

Step 5

Melt the remaining butter in the microwave and combine it with crushed Ritz crackers. Sprinkle the mixture on top of the cheese.

Step 6

Bake the casserole for 20 minutes or until the Ritz topping is golden brown. Serve and enjoy.