This super creamy Easy Mac and Cheese recipe is made on the stovetop in one pot! You don’t need an extra pot to boil the noodles, hallelujah. The recipe is SO cheesy and flavorful. It’s got the nostalgic texture of the blue-box mac and cheese, except it’s a lot richer. It’s done in 30 minutes. It’s the recipe you need for a busy weeknight! Originally posted September 25, 2020.

a spoonful of easy homemade mac and cheese.
Table of Contents
  1. You’ll love Homemade Mac and Cheese with Velveeta
  2. Stovetop Mac and Cheese Ingredients
  3. How to make Easy Stovetop Mac and Cheese
  4. How to make Stovetop Mac and Cheese creamier
  5. A defense of Velveeta and American cheese
  6. Mac and Cheese Recipe stovetop reheating
  7. What to serve with Stove Top Mac and Cheese
  8. Creamy Mac and Cheese Recipe FAQ
  9. More easy pasta recipes you are going to love!
  10. Easy Mac and Cheese Recipe Stovetop Recipe

Well guys, my son Edison has officially reached the crawling stage. Except he’s not really crawling, it’s more of a shuffle-drag situation. The first day he started doing it I was horrified to realize how dirty he was getting all down his front. Time to mop I guess. Busted!

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overhead shot of a big bowl of creamy macaroni and cheese with a spoon.

Aside from definitely needing a deep clean of my house, I now live in constant fear that he’s going to choke on the approximately 1,000 baby-esophagus-sized toys my other children have amassed over the years. I feel like every time I set him down I’m unleashing him on a mine field. It is an absolute miracle that younger children ever survive, honestly.

Adorable baby boy with a strip of bacon in his mouth.
Or maybe it’s just a miracle he’s surviving all the bacon I’m feeding him. Just kidding. He was only tasting!

Especially with a 3 year old in the house, who’s constantly trying to “feed him” or “hug him” (to death). She’s going to kill him accidentally through her own exuberance. At least it’s not as bad as for my sister, who turned around one day to find her 2 year old poised over the newborn with a jagged rock in her hands, ready to strike. Gah!

creamy mac and cheese in a bowl with a spoon on the side.

You’ll love Homemade Mac and Cheese with Velveeta

Who’s ready for some easy stovetop mac and cheese?? Kraft Mac and cheese from the box was the first thing I ever remember making on the stove. I forgot to drain it, and just added the butter and milk to the watery pasta. OOPS. I think I was 7 or 8? (What was the first thing you ever remember making in the kitchen??)

a close up picture of creamy mac and cheese.

This recipe is very similar in texture to the famous blue box version that we all know and love. It is creamy, gooey, and oh so cheesy. Today’s recipe is a lot richer than the box mac and cheese. And of course, we are using real cheese, so the flavors are a lot more intense! It’s so delicious and nostalgic digging into a bowl of this ultra creamy, straight-from-your-childhood goodness.

homemade mac and cheese in a pan with a large spoon.

The best part is that it’s all made in one pot. No second pot needed to boil the noodles. Hooray! We are boiling the pasta in the same mixture that turns into the cheese sauce. I will show you just how to make it!

Stovetop Mac and Cheese Ingredients

See the recipe card below for the full list of ingredients and instructions!

  • Butter
  • Flour
  • Water
  • Whole milk
  • Evaporated milk
  • Elbow macaroni
  • Seasonings (dry mustard, cayenne pepper, kosher salt, garlic powder)
  • American cheese (or Velveeta)
  • Sharp block cheddar cheese

How to make Easy Stovetop Mac and Cheese

This is just a brief overview – go to the recipe card down below for full details on the ingredients and instructions!

  1. Melt butter in a pan and add flour to make a roux.
  2. Whisk in liquids – evaporated milk, water, and whole milk – gradually.
  3. Add dry macaroni and cook to al dente.
  4. Add cheese and stir – you’re done!

Now let’s get into the details. Start out by melting a little butter in a pan. Add in some flour and whisk it up to make a roux. Gradually pour in evaporated milk, water, and whole milk, whisking constantly so you don’t break the sauce (more on that below).

melting butter in a skillet, adding dry elbow macaroni to creamy cheesy sauce.
Add that dry elbow macaroni right into the cheese sauce. One pot for the win!

Once all the liquid is in, add the dry macaroni right away. Bring the mixture to a light boil, then turn it down to medium low to get your pasta to al dente.

cheese sauce for macaroni and cheese; food processor full of shredded cheddar cheese.
Remember to shred your cheese by hand, if you have the time. (Or use a food processor like I did!) It results in a creamier sauce.

After that, you simply add in your cheese and THAT’S IT. It’s so easy and done in just 20 or 30 minutes, depending on how many 3 year olds you have in the background trying to strangle the 9 month olds.

How to make Stovetop Mac and Cheese creamier

The answer lies in 1) making sure you don’t break your sauce, and 2) using the right kind of cheese.

We are starting out by making a very loose roux, which is a fancy way to say, “cooked butter and flour.” You melt the butter, whisk in the flour, and once a paste has formed, you add liquid. This is the moment where you can make or break your mac and cheese. If you add the liquid too fast without whisking to incorporate it into the roux, you will get grainy clumps of buttery flour  in your mac and cheese, and the sauce will seem thin and watery.

As for the cheese: a combination of cheese is a must. You need sharp cheddar cheese for flavor. You can of course substitute any type of cheese you want (mozzarella, Gouda, Monterey Jack, etc) but American nostalgia demands sharp cheddar, so that’s what I use.

The problem with high quality cheddar cheese is that it doesn’t melt well into sauces. It tends to seize up and get grainy. The flavor is amazing, but the texture is not quite what we’re looking for in a perfectly creamy stovetop mac and cheese.

adding Velveeta to a pan of cooked elbow macaroni; adding shredded cheddar to the same pot.
Don’t be a Velveeta hater. Make love not processed cheese hate.

The solution? Add Velveeta, or any type of American cheese. Processed cheese provides the texture we need in this recipe. Can you use all cheddar cheese, in place of the processed stuff? Yes. Will your mac and cheese be as creamy? Nope.

The other way to avoid grainy mac and cheese is to shred your cheddar cheese by hand. If you use pre-shredded cheese, it will not melt as smoothly because of the anti-caking agents they use to package it.

A defense of Velveeta and American cheese

For those of you who are writing off this recipe because it uses “the fake stuff,” I will direct you to this article, What is American Cheese, anyway? It explains a little bit about processed cheeses. My favorite quote: “Saying “American cheese is not cheese” is like saying “meatloaf is not meat.” Technically, true. But I’m never ever going to stop eating meatloaf, or American cheese!

a bowl piled high with creamy mac and cheese shot from the side.

Mac and Cheese Recipe stovetop reheating

This easy stovetop mac and cheese will start to thicken as it cools, and once you refrigerate it, it will become even thicker. To restore it to the glorious creaminess of yesterday, just reheat it on low with a little milk added in. You can do it in the microwave, stopping to stir every 30 seconds or so, or you can do it on the stove.

creamy mac and cheese in a pan with a spoon.

What to serve with Stove Top Mac and Cheese

  • A serving of meat goes really well with your mac and cheese.

One of the first times I visited my future in-laws house, Eric’s mom made meatloaf for dinner, with a side of mac and cheese. I’ve been obsessed with the combo ever since. Here are my favorite meatloaf recipes:

Other meat dishes that go with mac and cheese are ribs, like Nana’s Fall Off the Bone Ribs, or these Honey Balsamic Ribs.

Pulled Pork would also be delicious, or try this Grilled Tri Tip.

a large spoon lifting creamy mac and cheese.

Creamy Mac and Cheese Recipe FAQ

Can you freeze mac and cheese?

Nooooo don’t do it! Mac and cheese is best served immediately. While your leftovers will last in the fridge for a few days, the cheese sauce will separate and lose its creamy texture when frozen. 

How do you make mac and cheese creamy and not grainy?

Follow these steps for creamy, NOT grainy, mac and cheese.
Add processed cheese! Cue the gasps.  I know some of you are skeptical, but trust me. The American cheese or Velveeta melts so much better than sharp cheddar, so using both creates the perfect creamy texture. Sharp cheddar for flavor and American cheese for texture. 
Shred your cheddar cheese by hand. Pre-shredded cheese is packaged with anti-caking agents, which don’t let the cheese melt as smoothly. Avoid the graininess, buy the block!
Add the liquid to your roux (cooked butter and flour mixture) slooooowly. If you add it too fast and don’t whisk to incorporate it as you go, you’ll get grainy clumps AND your sauce will be thin and watery. Patience you must learn!
Add the cheese to your pasta in batches. You might be tempted to dump it in all at once, but if you don’t like grainy, lumpy mac and cheese, be patient and add about one third of the cheese at a time.

Is it better to cook macaroni in milk or water?

Milk! Or cheese sauce, rather. This easy mac and cheese is a one-pot recipe, so the noodles are cooked directly in the milk-based cheese sauce. This creates an incredibly creamy texture. 

Do I boil the water before I put the mac and cheese in?

Usually, getting your pasta water to a boil before cooking macaroni is an important step. But for this recipe, we’re using a warm milk-based cheese sauce instead of boiling water to cook the dry pasta.

More Mac and cheese recipes!

Literally the Best Mac and Cheese I’ve Ever Had << I still stand by this, for a baked mac recipe! I love today’s easy stovetop mac and cheese for certain occasions, but sometimes you need a hearty baked breadcrumb version, and this is it.

To-Die-For Slow Cooker Mac and Cheese Recipe << Creamy, cheesy, buttery Mac and Cheese HEAVEN, made in the slow cooker. We are not even boiling the noodles first!

Homemade Macaroni and Cheese << This is a recipe from my mother-in-law. It’s a really good basic baked recipe.

Chili Mac and Cheese Recipe (30 Minute Dinner) << an absolute classic, and so easy to put together with pantry ingredients you probably already have on hand.

Mac and Cheese with Caramelized Onions and Broccoli << Adding stuff into your mac to make it a full meal is always a great idea!

Ham Mac and Cheese Soup << This is a soup version of mac and cheese, and it’s a huge favorite!

More easy pasta recipes you are going to love!

The Only Macaroni Salad Recipe You Need << Bring this to a summer cookout! Everyone loves it.

Italian Tortellini and Pepperoni Pasta Salad << a simple balsamic dressing pulls classic Italian flavors together in this crowd-pleasing potluck dish.

Bacon Casserole Cheeseburger from Amanda’s Kitchen

Pasta in Foil Recipe with Goat Cheese and Tomatoes from Cookin’ Canuck

Pasta with Egg and Cheese from Copycat Recipes


Easy Mac and Cheese Recipe Stovetop

5 from 9 votes
Prep: 10 minutes
Cook: 15 minutes
Total: 25 minutes
Servings: 8
This super creamy Easy Mac and Cheese recipe is made on the stovetop in one pot! You don't need an extra pot to boil the noodles, hallelujah. The recipe is SO cheesy and flavorful. It's got the nostalgic texture of the blue-box mac and cheese, except it's a lot richer. It's done in 30 minutes. It's the recipe you need for a busy weeknight!


  • 3 tablespoons butter
  • 2 tablespoons flour
  • 1 & 1/4 teaspoon kosher salt
  • 1/2 teaspoon garlic powder
  • 1/4 teaspoon dry mustard
  • 1/8 teaspoon cayenne pepper
  • 3 cups water
  • 2 cups whole milk
  • 1 (12-oz) can evaporated milk
  • 1 pound dry elbow macaroni
  • 8 ounces American cheese, or Velveeta
  • 3-4 cups sharp cheddar cheese, about 18 ounces, shredded
  • 1/2 cup additional milk, as needed


  • Make the roux/boil the pasta. In a 3-quart saucepan or a 12-inch high sided skillet, melt 3 tablespoons butter over medium heat. In a small bowl, whisk together 2 tablespoons flour, 1 and 1/4 teaspoons kosher salt, 1/2 teaspoon garlic powder, 1/4 teaspoon dry mustard, and 1/8 teaspoon cayenne pepper. Sprinkle over the melted butter, and whisk to form a loose roux.
  • Moving very slowly at first, and whisking constantly to not break the roux, very gradually add in 3 cups water, 2 cups milk, and 1 can evaporated milk. When you first start adding the liquid, stop every little bit to whisk it and smooth it out before adding more.
  • Add in 1 pound dry elbow macaroni. Turn the heat up to medium high. Bring the mixture to a simmer, stirring every minute or so to make sure the noodles don't stick. After a few minutes, you will see slow bubbles coming up from the center of the pan (not just the edges). Turn the heat back down to medium low. Continue cooking and stirring on medium low for about 10 minutes, until the pasta is al dente. Be sure to stir every 1-2 minutes so that your pasta doesn't stick, and so the sauce remains creamy.
  • Do not drain! Turn your heat to low.
  • Meanwhile, get your cheese ready. Chop your American or Velveeta cheese into 1-inch chunks for easier melting. Shred 3-4 packed cups of sharp cheddar cheese. (I do not recommend pre-shredded cheddar because it does not melt smoothly and you will end up with slightly grainy mac and cheese. But sometimes convenience beats perfection, I get it. Do what you gotta do.)
  • Turn the heat to low as soon as your pasta is al dente. Add in about 1/3 of the cheese. Stir it well and make sure all the cheese melts before adding another bunch of cheese. Adding in batches ensures that the mac and cheese doesn’t get lumpy or grainy.
  • Serve immediately. If you have to wait a period of time before serving, add in about a half cup of milk and stir it over low heat to loosen it up a bit. The mac and cheese will thicken as it cools.
  • Reheat leftovers in the microwave or on the stove on low. Add in a little milk and stir as it heats up, to make it creamy again.


Calories: 1356kcal | Carbohydrates: 107g | Protein: 64g | Fat: 75g | Saturated Fat: 44g | Polyunsaturated Fat: 3g | Monounsaturated Fat: 21g | Trans Fat: 0.5g | Cholesterol: 258mg | Sodium: 1795mg | Potassium: 2061mg | Fiber: 2g | Sugar: 64g | Vitamin A: 2335IU | Vitamin C: 11mg | Calcium: 2208mg | Iron: 2mg
Course: Side Dish
Cuisine: American
Calories: 1356
Keyword: easy, mac and cheese, Macaroni and Cheese, One Pot
Did you make this? I’d love to see it!Mention @thefoodcharlatan or tag #thefoodcharlatan!

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    1. Good grief Shelli! So sorry for this typo. I added the spices into the recipe where they ought to be: mixed in with the flour for the roux! Thank you for catching that!

    1. Julie! It’s destiny, fate! I’m literally posting the slow cooker version this week. I’ll come back and update this post and this comment when it’s live. I’m so glad you are loving the recipe!! The slow cooker version is so amazing too! Excited to share.

  1. Hey Karen,
         Your little one is sooooo adorable in this picture..💕💙
    And yesssss! Your Mac and cheese is delicious…Thanks so much for these so tasty recipes…of yours..
    Stay safe and your nice little family..🌸🌺

  2. Delicious Mac and cheese! Best recipe I have found that my kids like.  I have tried several and this is the keeper!

  3. Hi Karen~~~I just spent the last 3 hours pouring over your site (which I was lucky enough to stumble upon) and I have to tell you I can’t wait to get started~ I’ve yet to use a single recipe, gonna do the Easy Stove-top M & C after writing this comment CUZ your site has made me WAY Hungry! I enjoy your off-handed, casual way of writing, and ya~LOL~there is always a log of Velveeta in my pantry or fridge!!!

    1. Oh Joanne, you are so sweet! Thank you for telling me this! I’m filing this under “favorite comments ever” :) So glad you are enjoying the stories and recipes. And long live velveeta!! Enjoy the mac and cheese!

  4. Hi Karen, I love Mac and cheese and will definitely try your recipe. Just one question, can I substitute the evaporated milk for more milk? Thank you!

    1. Hi Brie! You can, I like the evaporated milk because it is creamier and helps thicken the sauce. Use whole milk if it’s available! Enjoy!

  5. I love it so much, Karen! The photos are great, the recipe sounds quite easy. And thanks for sharing the tips to make it creamier!

  6. Loved the cherry pie story.   Similar story for me making my first apple pie.  Not married too long.   Had it sitting in the middle of the kitchen table when he came home.   Beautiful.  Had a big piece.  “Delicious”, he said.   Years later he said it was terrible.    “Why didn’t you tell me”  I asked.  “Because you would have given up making pies.”   (His mother made fabulous pies).  I kept at it  & like Patricia, I’m still in the kitchen, 60 years later, making good pies.   Keep up the good work.   
    Btw, can I halve the Mac & cheese with any success?   8-10 servings?   Too much for 2 older folks.  

    1. Oh my goodness Ann, I love that story!! Your husband is a very, very wise man who clearly wanted to support you and also wanted more pie. Haha!!! I love it! My grandma has kind of a similar story with apple pie, the first time she made dinner for her future husband, she accidentally added cayenne instead of cinnamon to her pie. She served it to him but didn’t have any herself until the next day. He never said a word and choked down the whole slice. Haha!!

      And yes, this recipe is very easy to half. Shouldn’t need to change anything. I hope you enjoy it Ann! Thanks for commenting!!

  7. Hi Karen. Edison is just adorable! He looks just like you, especially his eyes. Thanks for sharing his picture. Love your family stories and your recipes. I look forward to receiving them in my inbox. They brighten my day.🙂

    1. Thank you so much Pamela! You are so sweet to take the time to comment :) I love hearing from you! I’m happy you are enjoying the blog and the photos!

  8. Hi Karen,
    Love the Mac and cheese recipe and especially one pot! Also, am guilty of sneaking bites of the kids Mac and cheese 😄.  My first real time in the kitchen was a cherry pie I was sooo proud of. I was about 12 or 13 and when my mom and dad took that first bite, only to find all the pits there, well needless to say, I cried. But it was a true learning curve, and I am sill in the kitchen 60 years later.

    1. Haha, Patricia!!! This is the best story!! Cherry pie, what an ambitious project. Even as an adult, pie often takes so long that there are a lot of emotions riding on whether it works out! Your poor 12 year old heart. haha. Hope you get to try the mac and cheese soon!

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