Creamy Stovetop Mac and Cheese
This is the creamiest, cheesiest stovetop mac and cheese you'll ever eat! Ready in just 30 minutes, it’s the perfect weeknight recipe. Whether you make a meal out of it or serve it alongside your favorite entree, this simple macaroni and cheese will become your go-to.

A big bowl of macaroni and cheese ranks right up there with a peanut butter and jelly sandwich for me when it comes to comfort food. My go-to recipe is my favorite baked mac and cheese version - I love the buttery crumb topping and crusted bits of macaroni and cheese around the edges! And, of course, I turn to my beloved crock pot mac and cheese when feeding a crowd.
However, there is something that feels so good about scooping creamy mac and cheese out of a pot on the stove. It took me what felt like eons to nail this recipe, but I’m convinced that this might be THE creamiest and cheesiest stovetop recipe EVER. Case closed.
Simple Ingredients
This is an incredibly simple, basic cheese sauce made with butter, flour, milk, and cheese, but the ratios result in one HECK of a cheese sauce. It's super thick and cheesy, which basically equates to perfection when you're talking about macaroni and cheese. Here is what we use:

- Pasta: Elbow macaroni is the classic mac and cheese shape, but any other short noodle will work like small shells, cavatappi, gemelli, campanelle, or radiator.
- Unsalted Butter + All-Purpose Flour: The combination of these creates a roux, which thickens the cheese sauce.
- Milk: The base of the cheese sauce! I recommend using whole milk for a richer, thicker sauce, but 2% will also work.
- Cheese: We use a combination of American and cheddar cheeses for a classic, creamy flavor. However, you can play around with other varieties, such as white cheddar, Muenster, gruyere, fontina, gouda, colby, Monterey jack, mozzarella, etc. Also be sure to buy your cheese in a block (and slices of American cheese) and shred it yourself. Pre-shredded cheese is coated to prevent it from clumping, but this also prevents it from melting well and can cause your macaroni and cheese to be grainy.
Step-by-Step Overview
This comes together quickly and easily with only a few steps required.
Step #1: Cook the Pasta – Boil the pasta according to the package directions, then drain and set aside.
Step #2: Make the Roux – In a large pot or Dutch oven, melt the butter over medium heat, then add the flour and whisk constantly until the mixture is light brown, about 1 to 2 minutes. Reduce the heat to medium-low and slowly whisk in the milk. Simmer and whisk occasionally until thickened, about 5 minutes.

Step #3: Add the Cheese – Add the cheese a handful at a time and whisk until melted. Season to taste with salt and pepper.
Step #4: Add the Cooked Pasta – Add the drained pasta to the cheese sauce and stir to combine. Serve immediately!

Save This Recipe
Mac and Cheese Variations
My favorite way to enjoy macaroni and cheese is with a simple grind of fresh pepper on top, but there are countless ways you can modify the recipe. Aside from changing up the cheeses (see some ideas in the “Ingredients” section above), below are other ways you can customize the recipe:
- Add Meat – Chopped-up ham, bacon, turkey, or even cut-up pork chops!
- Add Veggies – Onions and peppers for a southwestern flair; broccoli florets, cauliflower, mushrooms, and spinach are all great options, too.
- Add Seasonings – While I keep the recipe pretty plain, feel free to add extra flavor by using garlic powder, mustard powder, paprika, cayenne pepper, hot sauce, Worcestershire sauce, etc.
- Add a Topping – Crush up some Ritz crackers or toast some panko breadcrumbs in butter and sprinkle on top of each serving.
Make-Ahead, Storage, Reheating, and Freezing
- Make-Ahead – You can shred your cheese ahead of time and store it in an airtight container or ziploc bag in the refrigerator for up to 2 days before you prepare the mac and cheese.
- Storage – Store the prepared mac and cheese in an airtight container in the refrigerator for up to 3 days.
- Reheat – This reheats like a DREAM! Simply re-warm in the microwave or in a saucepan on the stove; while it stays nice and creamy, you can always add a splash of milk when reheating if you think it needs to smooth out a bit.
- Freezing – This mac and cheese freezes beautifully. Store in an airtight ziploc bag (or airtight container) for up to 3 months. Thaw in the refrigerator overnight before reheating.

Serving Suggestions
While I wholeheartedly believe that mac and cheese can be a bona fide main dish, it is most often served as a side dish. The following are great pairings for creamy mac and cheese:
- Classic Meatloaf
- Buttermilk Fried Chicken
- Pulled Pork
- Slow Cooker BBQ Brisket
- Slow Cooker BBQ Ribs
- Homemade Fish Sticks
More Popular Mac and Cheese Recipes
- Crock Pot Mac and Cheese
- Ultimate Baked Mac and Cheese
- Chrissy Teigen’s Mac and Cheese
- Cajun Shrimp Macaroni and Cheese
- Hatch Chile Mac and Cheese
- Butternut Squash & Bacon Mac and Cheese
Watch the Recipe Video
If you make stovetop mac and cheese and love it, remember to stop back and give them a 5-star rating - it helps others find the recipe! ❤️️

Creamy Stovetop Mac and Cheese
Ingredients
- 1 pound elbow macaroni
- ½ cup (113 g) unsalted butter
- ¼ cup (49 g) + 2 tablespoons all-purpose flour
- 5 cups (1200 ml) whole milk
- 24 ounces sharp cheddar cheese, shredded
- 8 ounces American cheese, sliced and chopped
- Salt and pepper, to taste
Instructions
- Cook the pasta according to the instructions on the box, then drain; set aside.
- In a large Dutch oven or saucepan, melt the butter over medium heat. Add the flour and whisk to combine, then cook for 1 to 2 minutes, whisking constantly, until the mixture is a light golden brown color and beginning to emit a nutty smell.
- Reduce the heat to medium-low and slowly whisk in the milk until smooth. Simmer until slightly thickened, about 5 minutes, whisking occasionally.
- Add the cheese, a handful at a time, whisking well after each addition and not adding more until the previous handful is fully melted and incorporated. Season to taste with salt and pepper.
- Add the drained pasta to the cheese sauce and stir to combine, breaking up any clumps of macaroni. Serve immediately. Leftovers can be stored in an airtight container in the refrigerator for up to 3 days.
Notes
- Pasta: Elbow macaroni is the classic mac and cheese shape, but any other short noodle will work like small shells, cavatappi, gemelli, campanelle, or radiatore.
- Milk: I recommend using whole milk for a richer, thicker sauce, but 2% will also work.
- Cheese: You can substitute other cheeses, such as white cheddar, Muenster, gruyere, fontina, gouda, colby, Monterey jack, mozzarella, etc. Also, be sure to buy your cheese in a block (and slices of American cheese) and shred it yourself. Pre-shredded cheese is coated to prevent it from clumping, but this also prevents it from melting well and can cause your macaroni and cheese to be grainy.
- Add Meat - Chopped-up ham, bacon, turkey, or even cut-up pork chops!
- Add Veggies - Onions and peppers for a southwestern flair; broccoli florets, cauliflower, mushrooms, and spinach are all great options, too.
- Add Seasonings - While I keep the recipe pretty plain, feel free to add extra flavor by using garlic powder, mustard powder, paprika, cayenne pepper, hot sauce, Worcestershire sauce, etc.
- Add a Topping - Crush up some Ritz crackers or toast some panko breadcrumbs in butter and sprinkle on top of each serving.
- Make-Ahead - You can shred your cheese ahead of time and store it in an airtight container or ziploc bag in the refrigerator for up to 2 days before you prepare the mac and cheese.
- Storage - Store the prepared mac and cheese in an airtight container in the refrigerator for up to 3 days.
- Reheat - This reheats like a DREAM! Simply re-warm in the microwave or in a saucepan on the stove; while it stays nice and creamy, you can always add a splash of milk when reheating if you think it needs to smooth out a bit.
- Freezing - This mac and cheese freezes beautifully. Store in an airtight ziploc bag (or airtight container) for up to 3 months. Thaw in the refrigerator overnight before reheating.
Did you make this recipe?
Leave a review below, then snap a picture and tag @thebrowneyedbaker on Instagram so I can see it!




Hi! I was wondering how you can prevent the flour to turn into solid once you add it to the melted butter? Another recipe for baked mac and cheese had this step as well and every time the flour and melted butter turned to mush
Hi Vanessa, It’s actually supposed to turn to a sort of mush when you whisk flour into melted butter. Then when you begin to slowly whisk in the liquid, it loosens up and melts into the milk.
Can I just use more cheddar cheese in place of the American cheese?
Hi Reyna, You could, but I think you would be losing some of that ultra creaminess that the sauce gets from the American.
Would you be able to suggest anything else to substitute the 5 cups of milk please?
Hi Sarah, I mean, you could use half and half if you want something even richer, but otherwise, I don’t know of any substitute you could use for making this sauce.
This shouldn’t look so amazing and delicious but it does!
Xoxo
Serein
https://sereinwu.com/
Case closed, inDEED – jackpot!! Couldn’t wait to make this, so I grabbed the first available minute today, after spending an absolutely grueling, exhausting 6 hours reading and having lunch at the beach. This is delightfully uncomplicated, back-to-basics comfort food. I’ve tried countless recipes for this classic over the decades, and found some that were really good, but not the stuff dreams are made of. This is.
I think I’ve figured out that I’m just not a fan of baked mac and cheese. It’s not that it’s bad. The crusty stuff just does nada for me. I’d much rather have creamy, smooth ambrosia, which this delivers in spades. Often the oven baked iteration is dry, or at least driER. This has a great sauce-to-macaroni ratio, meaning the pasta is dripping with it.
Last month, I tried a crockpot version on a popular blog, that drew rave reviews. The sauce was grainy, the pasta mushy, even after cooking it far less than the stated time. Needless to say, I was spectacularly underwhelmed.
I love how this doesn’t go for the gimmicky stuff, like sour cream, cream cheese, yellow mustard, garlic, onions, etc. it relies on cheese for flavor and thick , perfect creaminess. This recipe puts the exclamation point on the KISS principle (Keep It Simple, Stupid!) As my mom always told me, less is more. And Mom, who would have totally approved of this recipe, was ALWAYS right…
I’m curious as to what American cheese is. I don’t think we have any cheese in Canada that is called American. What is the consistency? Is it like Velveeta? Your pics look so appetizing, and I want to make this mac ‘n cheese ASAP!!
Hi Kim, American cheese is a blend of a couple of different cheeses and usually some type of milk or cream. It’s soft and melts extremely well…
https://en.wikipedia.org/wiki/American_cheese
http://www.landolakes.com/Products/Cheese/Fresh-Sliced-Deli-Cheese/Deli-American-Cheese-Product
Oh my! I can not wait to make this!!!
Looks so good. I needed a better mac and cheese recipe, thanks for sharing
I can’t get enough of these images – that macaroni and cheese look so creamy, chees-y and delicious. The ultimate comfort food!
Jacqueline from Go Go Go Gourmet never disappoints with her recipes! I’m so glad you liked this enough to showcase it on your website! Clearly your fans love it too.
She is just amazing and you should check out her site for many more great recipes!
I thought your first comment seemed a little passive aggressive. I hope you saw that Michelle gave proper credit to the source.
I’m totally dying over how creamy this is! Amazing!!
Kari
http://www.sweetteasweetie.com
Please forgive the double posting today, but I just gotta say I just finished making this for dinner. It is can’t-stop-eating good! I am so doomed . . . “go to stovetop” is absolutely right! It comes together so quickly too. I only had about 10 oz of elbows in the pantry, so I halved the sauce and had plenty. I did not have yellow American, only white, in the frig. I’m sure it didn’t alter the flavor, rather just made the sauce lighter in color than pictured. Thanks for sharing this recipe.
Hi Michelle, Comment away any time that you’d like! Love that you made this already and that you enjoyed it so much! Thanks for sharing! :)
Do you think this would still work without the American cheese? Or would that destroy the texture? Looks good!
Hi Jen, I really think that the American cheese is vital to achieving that signature creaminess.
Okay, not sure if I’m being stupid or not…..but are we talking american cheese like the slices wrapped in plastic, or is there another kind???? I have tried so many recipes and it must be the american cheese that makes it creamy.
Hi Erica, Yes, that’s American, although I never buy the ones wrapped in plastic – I buy Land o’ Lakes yellow American cheese from the deli counter.
This looks fabulous! And with two pounds of cheese to one pound of noodles how could it not be?! But do you think I could sub out the the American cheese with more cheddar or some other yummy cheese? I’m not a fan of American (at all) or is it necessary to achieve that extremely creamy texture?
Hi Lisa, I really think that the American cheese is vital to achieving that signature creaminess. It’s definitely not overpowering in this recipe, as you use so much more cheddar. That being said, if you choose to make the sub, let me know what you used and what you thought!
I subbed in cream cheese for the American cheese and it was wonderful!
I am picky when it comes to my mac n cheese but this looks soo yummy!
(and how simple it is to make!) My 8 yr old grandson could eat mac n cheese every day of the week. He thanks you for this recipe!!
Joseph loved this!! I hope your grandson does too :)
This looks amazing! My hubby LOVES mac and cheese so I will definitely have to try this! I have an amazing recipe for macaroni bake that I will send you later. It has all things good (cheese, mayo, etc) and is always a hit at gatherings. Also, congrats on you pregnancy! We must be on the same wavelength with kiddos. My little girl was due the same day Joseph was born, but came on January 22nd. I’m now pregnant with #2 (surprise!) and he/she is due on October 5th! Weird! Hope your pregnancy is smooth sailing from here on out :)
Hi Jana, Wow, seriously on the same wavelength!! Congratulations to you! I hope you have a healthy pregnancy and a safe delivery!
Dumb question alert, but how would it be best to reheat this once I’ve made it? Can I just plop a bowlful in the microwave and expect good results?
You might want to ask the original creator of this recipe. :)
Hi Lauren, I reheated mine in the microwave and it warmed up beautifully!
This sounds very much like my recipe for “Cheesy Noodles.” The only difference is that I use a can of cheddar cheese soup in place of your American cheese and doesn’t contain any flour, so no “white sauce” prep time. Makes it even simpler to throw together for a quick “comfort food” dinner. We like to use rotini pasta, as well.
That’s how we made it when I was growing up! I’ve since stopped since the soup formula changed many years ago and it just stopped tasting right to me (or at least how I remembered). I’ll have to give this recipe a try! I’m sure it will easily beat out the “thick & creamy” boxed version I’ve resorted to.
Looks so creamy, cheesy and delicious. Love how quick it can be pulled together, too. Total comfort food!
I can’t remember the last time I had mac and cheese. This looks so good!!
I’m afraid I’m a little stovetop-mac-and-cheese gun-shy right now. Just last week, I tried a so-called best stovetop macaroni and cheese from thekitchn.com. It looked SO GOOD in the picture, just like Velveeta Shells & Cheese! I made it the same day, followed the recipe to the letter, and it was dreadful! Totally grainy and flavorless. I so want to try your recipe, Michelle. Is it really, really, REALLY as good as it looks in your gorgeous photos? I’m sick about all the ingredients I wasted using thekitchn.com’s recipe. I think I’m going to chance it with yours, though. You haven’t steered me wrong yet!
I just made this for my family for dinner this evening. I can assure you that you won’t be disappointed. Not at all grainy and the flavor is great. Try making a half recipe if you’re concerned about it not being quite right and wasting ingredients. I made 1/2 since I only had a little over 1/2 pd of elbows, and the recipe works perfectly . . . so creamy and scrumptious. I used 3 T of flour for the halved amount. I think you could confidently give this one a go :)
P.S. I’m not THE Michelle of Brown Eyed Baker, but somebody who just made this recipe. Didn’t want my name to be confusing ;)
I can’t tell you how much I appreciate you taking the time to address my fear of trying this recipe, and for letting me know about the positive results you achieved. That was all I needed to convince me to give this a go. Thanks so much!
If it helps, using pre-shredded cheese or overheating the sauce can result in graininess.
I made this recipe today. Terrible! Followed the recipe exactly. It made too much sauce for 1 pound of macaroni. It had a bad flavor too. I wasted all that cheese, butter and milk. My husband didn’t like it either. I’ll stick to Kraft original Mac and cheese.
Maybe you needed to adjust the seasoning or something, it was fantastic. There was quite a bit of sauce so about 1 cup less of milk might be enough. I just made it and the entire family loved it. So creamy and good.
Recipe calls for way too much milk, 3 cups max should be used. If you want it soupy you could always add more, but I don’t think it needs it. Otherwise this was creamy and tasty. Thanks!
Oh. My. Goodness. This looks amazing. Hello, comfort food!! Will be trying this out soon!
This looks amazing! I, too, don’t like baked mac & cheese, too un-creamy (if that is a word). I will make this soon! Grudgingly said – congrats to your Penguins, may they go far in the series.
Do you think this can be halved? There’s only 2 of us, and while I like leftovers, I’m not sure either of us need to consume that much mac & cheese (thought I would love to). Looks amazing, as usual. Thanks
Hi Tiffany, You can absolutely halve this recipe! Enjoy :)
What’s for dinner at my house tonight? . . . THIS! Added to that fabulous sounding cheese sauce when reading the recipe are your enticing photos. That last one with the cheese just dripping from the spoon makes me want this for breakfast ;) So excited about making this. I’m not always a fan of halving recipes, so it’s good to know how nicely this warms up (just in case there might be leftovers). Enjoy today; it’s going to be beautiful! And how about those Pens?!
I admit I have never been a fan of baked macaroni and cheese. Always seemed too dry for my taste! This looks amazing!!
I have an aversion to baked macaroni and cheese. There’s something about the texture that is so.unappetizing to me. But this …. OMG… just give me that big bowl and a fork please!
Seriously a bowl of heaven!
Wow this looks great! With a recipe as simple as this, why would anyone make that processed crap anymore? Hopefully I can convert my husband who absolutely loves the box stuff! I make the baked kind sometimes, but like you said, it’s time consuming. I also make a really good crockpot version, but it also takes a lot of time. Anxious to try this!
I would love a big bowl of this right now! Looks delicious.