During a chat with one of my fabulous coworkers the other day, SpaghettiOs were mentioned, and I thought, “I LOVED SpaghettiOs. And you know what else I love… cake.” Yup, my mind always goes to cake. I’ve made a tomato soup cake before, so I figured I could easily use a can of SpaghettiOs instead. As for the frosting, I used a basic Cream Cheese Frosting recipe from the Cake Mix Doctor and used Velveeta instead of cream cheese, and man, was it on point.

Spaghetti-O Cupcakes with Velveeta Frosting

SpaghettiOs Cupcakes with Velveeta Frosting  & Goldfish Sprinkles



  • 1 box yellow cake mix
  • Corresponding eggs, water, and oil
  • 1 can SpaghettiOs
  • 3T flour


  1. Preheat the oven and ready your cupcake tin with liners.
  2. Add the eggs, water, and oil called for on the back of the box, as well as the SpaghettiOs and flour, and blend on low for 30 seconds. Scrape side of bowl and beat on medium for 2 minutes until thick and smooth.
  3. Pour into cupcake liners (about 3 generous tablespoons or a scant ¼ cup in each should get you 24 cupcakes), and bake until they spring back when lightly touched, about 17 to 22 minutes.

There was significantly less liquid in the SpaghettiOs than I anticipated, so I dropped the idea of using a tomato soup cake recipe (in which a lot of the liquid is in the soup) and just used the amount of oil and water called for on the box. Then, I decided to add a bit more flour to the cake mix to give it a bit of support.


Adapted from the Cake Mix Doctor


  • 8oz. Velveeta, room temp
  • 1/2c butter, softened
  • 3 3/4c powdered sugar, sifted
  • 1t vanilla
  • Handful of Goldfish


  1. With electric mixer, cream Velveeta and butter on low until combined.
  2. Slowly add powdered sugar, blending on low until incorporated. Add vanilla and then cream frosting on medium for 1 minute (until fluffy).
  3. Pipe or spread the frosting onto your cooled SpaghettiOs cupcakes.
  4. Crush up some Goldfish, sprinkle over cupcakes and take a chance!

Note: I think Cheez-Its probably would have been better, but I went with what I had on hand.

While you probably couldn't guess the flavor of the cupcakes, there is definitely something going on in there. The SpaghettiOs remained intact and visible and were a mix of chewy and slightly crunchy. But the frosting, OH, the frosting — it was REALLY good. I was surprised with how well it turned out, both in the texture and the flavor. If you aren’t feeling these cupcakes as a concept (although I can’t imagine why you wouldn’t) and want to start off slow, start with the frosting and thank me later.