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!

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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
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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!




Yum! This turned out delicious. I only made 1/2 since I am the only one who really likes it. I had to bring some into my sister because it made so much and I still have enough for 2 more lunches. She loved it too! I used cashew unsweetened milk due to a milk sensitivity. I used a medium cheddar and monterey jack, that’s what I had. I will definitely make this again.
This is truly the creamiest Mac and Cheese ever the entire family loves it. Hands down the best ever
I used less (1/2 to be exact) milk in mine for 1 box of macaroni
Can skim milk be used?
Hi Steven, I have not tried it, but you might have some trouble getting the sauce to thicken if you do so.
Awful recipe.
First of all. FAR too much milk, it was like soup, not sauce. Had to drain at least half of the sauce. Second of all it’s far too grainy. Used the exact amount and flour, and cooked on a low heat like it said and I could not get rid of the graininess.
Awful!
I’ve made this exactly recipe and had really successful results. It does produce a TON of Mac and Cheese for two people, but I froze some of it and was able to enjoy more later. Making it again tonight this time halfing the recipe and adding bacon!
Super excited to try this Mac And Cheese recipe ! I love all your recipes, Wouldn’t know what to do without you!
I made this as written but with two changes Velveeta instead of the American cheese. I also added a teaspoon of ground mustard. Turned out delicious. Next time around, I’ll use American. I just did not have any at the time I made this the first time.
Would be good with some roasted green chiles and/or bacon.
This is the best stove top mac & cheese recipe ever! It is easy to make and you’ll never buy the box stuff again. My nieces can’t get enough. Making this tonight for my Goddaughter’s birthday. Her request!
My cheese sauce was a little powdery, even after simmering for 5mins. Should I sift the flower first?
Hmmm I’ve never had that happen, I’ve never sifted flour when making a roux for sauce. I would instead make sure that you cook it long enough before adding the liquid, to ensure that the raw flour flavor is cooked off – it should look caramelized. Hope that helps!
I love this so much and i will be trying this recipe out tomorrow!!Thank you so much for this recipe
I am about to make this now! Yay!
Does it freeze well?
Hi Hayley, Yay!! I have never frozen this, so I can’t say for sure how well it would thaw. If you try it, please stop back and let me know how it does!
I made this and it was awesome and creamy. It is my new mac and cheese recipe!
I should add that I modified the recipe to use sharp cheddar and gouda!
What is American cheese exactly?
I’m asking because I’ve never seen that where I live (Germany) and am curious what other kind of cheese I can use instead.
Hi Victoria, It’s a common product in the U.S. available in the deli and as packaged, pre-sliced cheese. It’s basically a processed cheese product that melts very easily and creamily. Here’s some info: https://en.wikipedia.org/wiki/American_cheese
Its OK the cheese is not right but overall its good
I just made this! And while it tastes delicious, it kinda curdled on me a little bit. My OCDness is annoyed, despite everyone loving it. I’m just curious as to what could have caused it?
I read through the comments. I think it was my pre-shredded cheese. Ugh. Cheating never gets you far.
I made this a couple weeks ago. The sauce became kind of gritty. What did i do wrong and how do I not do that again?
Hi Ali, Did you happen to use pre-shredded cheese? It can often times turn gritty once melted since it has an anti-caking agent dusted over it to keep it from clumping together, as opposed to shredding cheese by hand off the block.
My family absolutely loved this macaroni! I did use 2% milk instead of whole milk and less butter and flour (3 less tablespoons butter and 3 less tablespoons flour), but that was because I knew the calorie content of this recipe has to be very high. The texture and taste reminded me of stauffers, but instead of processed, it’s homemade!
even tho there a lot of sauce, I loved it. It was really creamy. I did go with 4 cups of milk and 1 cup of heavy cream. But maybe cuz I’m a guy, extra sauce makes me happy
I’m not a chef, but I made this recipe and it was awesome! The best Mac n Cheese I’ve made .
Thanks for sharing!!
My sauce came out with little bits of chedder? in it. It’s creamy but not smooth at all. There were also light brown bits floating in it. I’ve taken them out and tried whisking the sauce more but I don’t know what else to. made the recipe half of all the ingredients. Help!
Hi Kat, Did you use pre-shredded cheese? Or shred it yourself from a block? Pre-shredded cheese does not melt exceptionally well. Brown bits? The only thing I could guess is if the roux didn’t totally smooth out when you mixed in the milk.
Started to make the recipe, realized almost immediately while grating the cheese that it seemed to be way too much. I ended up using 16 oz. of cheddar. The milk also seemed very excessive and I wish I’d have reduced that as well. Did everything else as directed and ended up with enough sauce for at least twice the macaroni. It would have been soup had I added all the sauce. Mine was a bit gritty (likely from trying to thicken the excess of milk) but the flavor was nice.
I just made this after intense grad school studying and it tasted amazing!! I substituted out the whole milk for unsweetened almond milk because I can’t drink whole milk. Thanks for the recipe!
How many will one recipe feed? I’m trying to make for about 60 people and need to know how much to increase recipe! Thanks
Hi Jamie, The yield is at the top of the recipe box, if you’re looking in the future… serves 8 to 10. Enjoy!
Just made this for dinner, very creamy! However it yeilds a lot of sauce! We had to make extra pasta after to mix in to soak up some of the extra sauce!
Made this today for a party. I just reduced the whole milk to 4 cups instead of 5 and used two blocks of Cabots seriously cheddar 8oz each total of 16oz and 1/2 lb of yellow American cheese from deli. Changed the pasta from elbow to Barills Callentani and added fresh crack pepper and very small amount of Penzys roasted garlic powder. It came out creamy and delicious. Added to crockpot to leave on warm. Remains creamy . So reducing milk and amount of cheese works very well with the 1lb of pasta .
This is the beatbox homemade mac and cheese recipe I’ve come across, definitely my new go to! Just made it tonight for the first time. It’s super creamy, so creamy that I added another 1/2 lb of pasta and it came out PERFECT!
And by beatbox I mean best ????
I agree with you about eggs in Mac and cheese. It just doesn’t sound good to me! I will be trying this tomorrow. I need to get milk!
How do you recommend reheating this? I want to make it for my sons birthday party and I would like to be able to make it ahead of time and reheat it but I don’t want to lose any of the creaminess! Thanks in advance!
Hi Marybeth, I would recommend in a pot over low heat (or even in a slow cooker on warm or low), stirring often, and adding a little bit of extra milk if needed to loosen it back up.
This is the best mac and cheese recipe EVER
Add lobster and it really rocks. I bought “ends” at the deli , and it was perfect. 5 cups of milk is a little too much, start with 4and adjust up
I made a version using this a base and it was fantastic! Cant eait to try it as written!