This stovetop macaroni and cheese is a creamy, comforting dish made in just one pot, perfect for busy weeknights.
Unlike heavy baked versions, this lighter recipe balances indulgence with nutrition—providing a good amount of protein from cheese, calcium for bone health, and slow-digesting carbs from pasta for lasting energy.
It’s quick, fuss-free, and versatile, making it an excellent option for everyday cooking or meal prep.

Stovetop Macaroni and Cheese
Equipment
- 1 medium pot or large saucepan
- 1 wooden spoon or spatula
- 1 Measuring Cup Set
- 1 Measuring Spoon Set
- 1 Cheese Grater
Ingredients
- 50 g 3 ½ tbsp unsalted butter
- 3 tbsp all-purpose flour
- 2 cups whole milk or low-fat, if preferred
- 2 ½ cups water
- 250 g 2 ½ cups elbow macaroni, uncooked
- ¾ cup shredded mozzarella cheese
- 1 ½ cups shredded cheddar Colby, or Gruyere cheese
- 1 tsp garlic powder optional
- ½ tsp onion powder optional
- ½ tsp mustard powder optional
- Salt to taste
- Black pepper to taste
Instructions
- Melt and Prepare the Base: Place a medium pot or large saucepan over medium heat and add the butter. Allow it to melt slowly until it becomes foamy but not browned. Once fully melted, sprinkle in the flour. Using a wooden spoon or spatula, stir continuously to combine the two into a smooth paste. Cook this mixture gently for about one minute—this helps remove the raw flour taste and lays the foundation for a silky sauce.
- Form the Creamy Slurry: Gradually pour about ¾ cup of milk into the butter-flour mixture. Stir briskly to create a smooth, thick slurry without any lumps. The consistency should resemble a thick cream. This step is key to ensuring your sauce has no graininess and binds together perfectly once the pasta cooks.
- Build the Sauce Base: Add the remaining milk to the pot, stirring well to blend it evenly into the slurry. Next, pour in the water. At this stage, add any optional seasonings—garlic powder, onion powder, or mustard powder—to deepen the flavor. Give everything a thorough stir so the liquid is uniform and lightly seasoned before the pasta goes in.
- Cook the Pasta Directly in Sauce: Add the uncooked macaroni straight into the pot of liquid. Stir well to make sure all the pasta is submerged and evenly coated in the sauce base. Allow the mixture to heat gradually. When you start to see thin wisps of steam rising and gentle bubbling as you stir, lower the heat to medium-low. Cooking at this steady temperature prevents scorching and gives the pasta time to release its natural starch, which thickens the sauce naturally.
- Stir and Simmer Gently: Keep the pasta simmering gently for 9–10 minutes. Stir regularly, scraping along the bottom of the pot to stop sticking and ensuring even cooking. The sauce will slowly thicken and take on a glossy sheen as the pasta softens. Taste a piece of macaroni toward the end— it should be tender but still have a firm bite (al dente). At this point, the sauce should remain slightly looser than you want in the final dish.
- Enrich with Cheese: Remove the pot from the stove while the pasta still has a bit of firmness. Immediately sprinkle in the shredded cheeses—cheddar, Colby, Gruyere, or mozzarella. Stir briskly and continuously until the cheeses melt fully into the sauce, creating a luscious, creamy coating that clings to each piece of macaroni. Adjust the seasoning by adding a little salt and a grind of black pepper, keeping in mind that cheeses themselves are naturally salty.
- Rest and Thicken Off the Heat: Allow the pot to sit off the heat for a minute or two as you stir. The sauce will continue to thicken as the residual heat melts the cheese completely and the pasta absorbs a bit more liquid. This gentle resting period is what gives the dish its signature creamy consistency without becoming heavy or clumpy.
- Serve and Enjoy Immediately: Spoon the macaroni and cheese into bowls or plates while still hot and silky. The sauce is at its best when freshly made, coating the pasta in a rich, glossy layer of cheese. Enjoy it on its own as a comforting main or pair it with a simple salad, roasted vegetables, or protein of choice for a balanced meal.
Notes
- Use a blend of cheeses for the best balance of creaminess and flavor.
- Whole milk gives the creamiest texture, though low-fat milk works too.
- Stir frequently while pasta cooks to prevent sticking and ensure even cooking.
- The sauce will thicken naturally after adding cheese—don’t over-reduce it on the stove.
- If the sauce gets too thick, add a splash of warm milk or water to loosen it.
- Remove the pot from heat while pasta is still slightly firm, as it continues to soften off the stove.
- Season lightly—cheese already adds plenty of saltiness.
- Optional spices like garlic or mustard powder can enhance depth without overpowering the cheese.
- This recipe is very forgiving—if timing is slightly off, small adjustments will fix it easily.
- Freshly grated cheese melts better than pre-shredded, which often contains anti-caking agents.
Chef’s Secrets for Creamy Success
The secret to velvety stovetop mac and cheese lies in cooking the pasta directly in the sauce.
As the macaroni simmers, it releases starch into the liquid, creating a glossy, clinging base without extra thickeners.
Timing is equally important—taking the pot off the heat while the pasta is still a touch firm prevents mushiness.
Always stir cheeses off the stove; this stops them from becoming grainy and ensures they melt smoothly into a luscious sauce.
Serving Suggestions for Every Occasion
This dish shines as a comforting main course but also pairs beautifully as a side.
Serve it with roasted chicken, grilled salmon, or even plant-based proteins for added balance.
A crisp green salad or lightly steamed vegetables help cut through the richness, offering freshness and color to the plate.
For special occasions, sprinkle buttered breadcrumbs on top and briefly broil for a golden, crunchy finish.
It’s equally loved at weeknight dinners, potlucks, or as a cozy weekend treat.
Storage Tips for Lasting Freshness
Stovetop mac and cheese is best enjoyed fresh, but it stores well when handled properly.
Allow leftovers to cool completely, then transfer them to an airtight container.
Refrigerate for up to 3 days.
When reheating, add a splash of milk and warm gently over low heat, stirring until creamy again.
Freezing is possible, though the texture may slightly change—store portions in freezer-safe containers for up to 2 months, thaw overnight in the fridge, then reheat with added milk to revive creaminess.
Frequently Asked Questions
1. Can I make this gluten-free?
Yes! Simply replace the elbow macaroni with a gluten-free pasta variety.
Be sure to choose one that holds its shape well during simmering.
For the sauce, swap all-purpose flour with a gluten-free flour blend or cornstarch slurry.
2. Which cheese melts best in this recipe?
A mix of cheeses works best—cheddar for flavor and mozzarella for stretchiness.
Colby or Gruyere add richness, while Monterey Jack or provolone can be used for mild, creamy notes.
Avoid only mozzarella, as it lacks enough flavor.
3. How can I make it healthier?
Use whole-wheat pasta for more fiber, low-fat milk to cut calories, or reduce the amount of cheese slightly while adding nutritional yeast for flavor.
Pairing it with vegetables or a lean protein also makes it a balanced meal.
4. Why is my sauce too thick?
This usually happens if the pot stays on the stove too long.
To fix it, simply stir in a splash of warm milk or water until the sauce loosens to your desired consistency.
5. Can I bake this version?
Yes! To turn it into baked mac and cheese, transfer the pasta to a baking dish, top with buttered breadcrumbs mixed with parmesan, and broil until golden.
Just be sure to leave the sauce slightly looser on the stovetop, as it thickens further in the oven.