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
Watch the Recipe Video
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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!




HORRIBLE AND A HUGE WASTE OF MONEY! I’M SO MAD! I FOLLOWED THE DIRECTIONS TO A T AND GOT A GRAINY MASS OF UNEATABLE CRAP!!! So much for trying some thing new! How about you put all the help tips up by the recipe! Man! I am one mad customer! I don’t have a lot of money to spend on groceries thought this would go for a couple of meals what a waste ….
It’s gritty because you used the wrong cheese. She very specifically says fresh cheese. This recipe always turns out great for me. You just don’t know how to cook.
Uneatable is not a word. Inedible is though. Calm down, it’s not our fault if you can’t follow a recipe. Mine came out perfect, I added a little extra pasta to mine. It repeats perfectly.
I made this sauce using white cheeses instead of yellow, including using white American cheese, and was hoping it would come out as creamy as the video. Unfortunately, my sauce broke and was very grainy. I read why this happens and it sometimes has to do with the sauce being too hot when adding the cheese. It would have been a really useful tips if you let the readers know that removing the bechemel off the heat and then adding the cheese would help make sure the sauce doesn’t become grainy.
The flavor was good, but the texture needed improvement. I’ll be trying this again and will amend this comment as needed.
I totally agree mine was so grainy and it was eneatable! So disappointed wasted so much money on the ingredients!! It was GROSS!
I followed the recipe as written…it was fantastic! At first it seems a little soupy, but once the macaroni sets it was perfect. It also kept and reheated very well. Great recipe!
I just made this for our thanksgiving and I’m disappointed. I used the packaged block cheese and shredded it myself and it still came out so grainy. Not at all creamy. I even added more American to see if I could cut the graininess but nope! Not sure what I could have done wrong!
This was great! I made this for my son’s preschool Thanksgiving lunch and it was creamy and perfect. I had to make this ahead, and I think the extra sauce worked well to keep the dish creamy when it was reheated. Thank you for this recipe!
Honestly this recipe was amazing- I read through all the reviews and comments and I have a few things I think will help future makers of this recipe.
1. CHEESE:I used my own mix of cheeses (All from trader joes – none pre shreaded- Gruyere, white cheddar, Truffle Cheddar, Colby/Montenary jack mix) and it came out great! You can really use whatever flavors float your boat.
2. TIMING: I followed this exactly and did have to wait more than 5 minutes for the mixture to thicken a bit after adding milk (about 8 minutes). But timed the cooking of the flour/ butter exactly and did not have any curdling or grainy-ness which I’ve had trouble mastering in the past!
3. SAUCE-PASTA RATIO: I made 2 lbs for a BBQ and since reviewers said it was too much sauce I listened and doubled the pasta but left the rest of the recipe as is. If serving immediately this is a great method! HOWEVER, in the likely event you’re waiting a bit and leaving this in the oven on low to stay warm (covered) which I imagine most people making that much pasta are doing- DOUBLE the cheese sauce recipe as well as the pasta (or for 1 lb, leave recipe exactly as written). After an hour on very low heat it was still yummy but the pasta had absorbed some of the sauce/ it had become drier. The texture it was at was good if you like drier Mac (think boxed style i.e. annies ) but if you want that drippy, gooey mac like I do (think stouffers or panera)- you’ll wish you had more sauce for cheesey goodness!
Hope this helps! Will be making this recipe again :)
Hey, did you know that the micro diner on Shiloh street is using a pic of your mac n cheese as theirs on their online menu?
Oh gosh, I did not know that, thanks for bringing it to my attention!
I just made this for dinner. I had my family taste test it before the meal. I thought they were going to faint it was so good! They said best they ever had!! Me too ! Thanks for sharing.
I would like to make this ahead of time for a party and will be tripling the recipe. We are going to have a Mac and cheese bar. Your pictures are exactly what I want for the main food attraction. What would be your suggestions for prepping, storing, and reheating? Thank you
Hi Ann, You can make ahead of time, then I would reheat over low heat or place in a slow cooker on low until warm, then switch to “warm”. You may need to add a splash or more of milk to thin out the sauce if it has thickened up. Enjoy! :)
Delicios! Probably half the recipe next time because it makes ALOT!
If you’re able to use just a pound of macaroni for 32 god damn ounces of cheese sauce you should be reported to the authorities
I made this for my 3-year-old and husband…we all loved it! Yes, it was super creamy, but that was a bonus for us. Shredding all that cheese by hand was tedious, but my boy saying “Mmm, Mac & cheese good!” after the first bite made it worth it. I also froze our leftovers in a double layer of freezer bags, and reheated by putting it into a pot of boiling water. It tasted great, and the consistency was still spot on! Thanks for this excellent recipe.
Could I make in advance a few hours and reheat with some extra milk?
Hi Megan, Yes, definitely. You could also keep warm in a crock pot if you’d like!
I made this tonight, it was very good but I think 4 cups of milk instead of 5 would have made it better. I ended up having to boil some extra noodles at the last minute and adding it because it was too soupy. I also added some paprika and mustard powder just for a kick.
I’m boiling extra Mac right now for Easter brunch. WAY too much sauce. Literally soup!
I made this recipe and other than substituting shells for the elbows, followed it to a T. Unfortunately, the sauce turned out thick and chalky.
Pre-shredded cheese has been mentioned a few times as a potential cause and while I agree that fresh is better, I have made plenty of mac n cheese with pre-shredded that turned out great.
I’m also certain that the heat wasn’t too high. Maybe too much flower? Still searching for the perfect no bake mac…
Hi Josh, I honestly don’t think the flour would make it chalky as long as it was integrated correctly, but pre-shredded cheese will absolutely make a cheese sauce gritty and chalky. Anytime you’re making a cheese sauce, definitely shred your own from a block to achieve the creamiest, smoothest consistency.
I love this recipe! i much prefer a creamy mac and cheese over the baked ones. The only thing that was wrong with it was it was a little gritty but that is just lack of stirring the flour butter mixture correctly not the fault of the recipe at all total user error. When i reheated the left overs i just added a little bit of milk to the bowl and it was nice an d creamy and soupy again. I might even add an extra 1 cup of milk for the next time since it cooled in a think state vs a creamy.
This recipe is definitely for those that prefer the creamy side of mac and not the just coated in cheese. I have been looking for years to duplicate the Safeway mac and cheese they used to sell at the hot lunch soups and stopped.
In the creamy Mac and cheese,can I look use mozzarella cheese,to substitute a cheese?
Hi Susan, You could use mozzarella for some of the cheddar!
My Grandmother always used grated brick cheese, to make her stove top Mac & Cheese. I substituted the cheeses, used brick cheese….delicious.
This is the best macaroni cheese recipe. My kids loved it. So creamy. I’m always looking for a stovetop recipe because I find it quicker and easier when the kids are hungry. Maybe it’s just easier because they can see me checking on the pan or stirring it and they know the food is coming soon! This way they stop complaining because they can see it happening!
I made this mac & cheese and it is amazing. The creaminess is delightful! So yummy i’m going to make it today for my husband.
CONGRATS MICHELLE 🎉🎉❤
Made this tonight, it’s pretty awful. The sauce broke and is grainy, the flavor is pretty bad. There’s nothing creamy about it and if I had to guess it’s far too much sauce for the pound of pasta. I had disappoints kids and I’m out a fair bit of money in dairy products.
This recipe is super creamy and cheesy. I receding halting the eBre recipie and adding a bit more milk to give it a thinner texture. Overall it wasn’t really good. If you are giving it to your cheese lover family they love it but otherwise this maybe not be the best option.
Could you use 2% milk instead of whole milk?
Hi Sydney, Yes, but the sauce may be a bit thinner.
I’ve been looking for a creamy Mac n cheese recipe ! Quick question though, would it still be creamy if I put it in the oven to bake with bread crumbs? Also I was thinking of adding smoked Gouda. Would the sauce still be creamy ?
Hi Summer, Yes I think it would still be plenty creamy if you baked it with bread crumbs on top. Smoked gouda would be delicious!
Stupid question I guess. You made mention that this makes a TON. I am making this recipe for Thanksgiving (I have been searching for the right stovetop recipe and this looks awesome). However, our dinner is quite large and wasn’t sure how much a TON might equate to in servings. Any help on that?
THANKS so much!
The recipe says it yields 8 to 10 servings. That’s when following the recipe exactly as listed above. Hope that helps :)
Hi Jan, 8 to 10 servings (listed in the recipe above). I think as part of a large meal, it would be enough!
Just tried it!!!!! Not sure what I did wrong, but I was disappointed….. It was grainy and not enough noodles. Tried adding more nodded and still was not a hit😣
Your recipe calls for 8 ounces of American cheese, can you give an example of even just let me know what cheese you used for that? I’ve gone out prior using a different recipe that called for “American cheese” it didn’t melt at all. Needless to say I’m a little afraid to buy “American cheese”. So if you have a favorite brand you use please do share thank you.
Hi Tonya, The most common brand of American cheese sold at the deli counter here is Land o Lakes. If you can’t find American cheese (and it is super creamy and melts exceptionally well), you can substitute colby cheese.
I thought it was a bit much on the sauce too although it does thicken a bit on setting for a few minutes.. Sopping up the “extra” sauce with a nice slab of bread is heart stopping goodness :-) When done slowly, the sauce is velvety smooth and delicious. I substituted 8 oz of smoked Gouda for 8 oz of cheddar and WOW – sooooo good.
The American cheese does add a nice creaminess to the sauce – I used Land O’ Lakes yellow from the deli as well.
Thanks for the inspiration for this one – never going back to the box again
I’ve always loved mac n cheese, but the boxed stuff just isn’t healthy. It was hard to find a recipe that resulted in my preferred pasta to cheese ratio, but this was it. I’ll never make anything else. I’m eating some of it as I’m typing this.