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Tender pasta swimming in a silky, creamy, cheesy sauce. My Stovetop Mac and Cheese is so easy to make you’ll never go back to the blue box again!

We are Mac & Cheese snobs. I have perfected the art of mac and cheese with recipes like One Pot Mac and Cheese and Chicken, Bacon and Blue Macaroni and Cheese. But the classics, like this easy stovetop version, never go out of style.

a large pot with shell pasta for stovetop mac and cheese

The Best Stovetop Mac and Cheese

As long as I can remember Mac & Cheese has been one of my favorite dishes. It’s the ultimate comfort food. I mean, who can resist a good old fashioned combination of pasta and cheese?

My aunt used to make this mac & cheese with tuna that I absolutely loved. It was literally Kraft Mac & Cheese and a can of tuna. But there was something about that was so delicious and homey, that I still crave it to this day, especially when I’m not feeling so hot.

Now instead of the blue box, my kids beg for this stovetop mac and cheese at least once a week. With the right ratios and one super tip that I use to make mine u;tra creamy, you’ll be making perfect stovetop mac and cheese in no time at all!

An overhead image of a large pot of mac and cheese

How to Make Mac & Cheese from Scratch

These days I still enjoy a helping of that blue box pasta but my taste buds are a little more elevated and I prefer to make it from scratch. It’s so easy, why wouldn’t you? Some are a little frightened of the sauce; I sure was! But the steps are so easy that once you’ve made it a couple of times you’ll never doubt yourself again.

  1. Make a roux. Melt butter in a large pot and stir in flour, then cook until it’s golden brown. The cooking is important to get rid of the flour taste since it’s not adding flavor, just thickening our sauce.
  2. Make a bechamel. Add warm milk or cream to the roux. You can also use half and half. The higher the at content of the milk, the creamier the cheese sauce. As it cooks it will get nice and thick. I also add cream cheese here to make it ultra creamy. Bonus, it helps to keep the cheese sauce from breaking and doesn’t alter the taste.
  3. Stir in the cheese. Remove the pot from the heat and stir until completely melted). When you put it that way, it’s not so hard, right?

The key is to getting the ratios right. 4 tablespoons of butter – 4 tablespoons of flour – 2 cups milk/cream – 1-2 cups shredded cheese. That’s enough to make a cheese sauce for a half pound of pasta (half a box), which is plenty as a side dish for a family of 4. Now, if you like it a little creamier and cheesier, you can make more, but keep those ratios and you’ll be just fine! I typically will use sharp cheddar cheese, but if I’ve got other cheese on hand I’ll add Parmesan, Jack cheese or even Gouda. Again, keeping the ratios the same.

a pot of shell pasta with a creamy cheese sauce

Tips for making the best Stovetop Mac and Cheese

  • Let the flour cook out. Sometimes we get a little excited for out cheesy delight, but do make sure that the flour has time to cook or you’ll end up with flour tasting mac.
  • Grate your cheese before you start and let it sit out while you cook the pasta. Cold cheese will almost always separate the sauce, resulting in a gritty sauce. When the cheese is at room temp already, it melts quicker and easier.
  • Remove the pan from the heat when you add the cheese. Adding cold cheese to a super hot and bubbly sauce over heat will almost always result in a broken sauce, especially when using sharp cheddar which is prone to that.
  • For extra creaminess, add two tablespoons of cream cheese to the white sauce and stir until it’s melted before adding the cheddar. Bonus, this will keep your sauce from breaking!

Can You Freeze Mac and Cheese?

Yes, you absolutely can because Stovetop Mac and Cheese actually freezes quite well. Allow the mac to cool completely, then portion into freezer bags or containers, getting out as much air as possible. Freeze for up to 6 months.

To reheat, thaw in the fridge. I recommend heating on the stovetop in a saucepan over medium heat, but if you want to use the microwave, follow these steps:

  1. Place desired amount of thawed mac and cheese in a microwavable container.
  2. Add a couple tablespoons of milk or cream to the mac and cheese but don’t stir.
  3. Heat at 50% power until warm (depending on your microwave this could take 1-3 minutes).
  4. Stir a few times during the reheating and voila! Creamy mac and cheese!

A large pot with shell pasta in a creamy cheese sauce with a wooden spoon

For more delicious & easy dinner ideas, try these:

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A bowl of shell pasta with cheese sauce.

Stovetop Macaroni and Cheese

4.75 from 8 votes
Tender pasta swimming in a silky, creamy, cheesy sauce. My Stovetop Mac and Cheese is so easy to make you'll never go back to the blue box again!
Prep Time 10 minutes
Cook Time 20 minutes
Total Time 30 minutes
Course Main
Cuisine American
Servings 10 servings
Calories 599kcal


  • 1 pound small pasta like shells or elbow macaroni
  • 1/2 cup butter
  • 1/2 cup flour
  • 3 cups nonfat milk
  • 1 cup heavy cream
  • 4 ounces cream cheese
  • 3 cups freshly grated sharp cheddar cheese
  • 1 cup freshly grated Parmesan
  • 1/2 teaspoon dry mustard powder
  • Salt & pepper to taste


  • Boil 4-6 quarts of water in a large pot. Add a tablespoon of kosher salt and pour in uncooked pasta. Cook until al dente, according to package directions.
  • Drain pasta into a large colander and set aside.
  • Add butter to the pot over medium-low heat and melt. Stir in flour and cook for several minutes, stirring often, until golden brown.
  • Meanwhile, pour milk and cream into a microwave safe glass bowl and heat for 2 minutes. (Alternatively, heat milk in a small saucepan on the stove until hot, not boiling). Pour milk/cream mixture into the flour mixture and stir often, bringing to a simmer while it thickens. You will know it's done when the sauce is thick and coats the back of a spoon.
  • Stir in cream cheese, a pinch of salt and pepper and dry mustard. Whisk until the cream cheese is melted.
  • Remove from heat and add cheddar cheeses, stirring constantly until completely melted.
  • Stir pasta into the cheese sauce. Divide into bowls and serve hot.


Nutritional values are based on serving this as a side dish, with about 10 servings per batch. As a main dish, you will get 6-8 servings.


Calories: 599kcalCarbohydrates: 44gProtein: 23gFat: 37gSaturated Fat: 23gCholesterol: 115mgSodium: 524mgPotassium: 302mgFiber: 2gSugar: 6gVitamin A: 1362IUVitamin C: 1mgCalcium: 484mgIron: 1mg

Nutrition information provided is an estimate and will vary based on cooking methods and brands of ingredients used.


Easy, Cheesy Stovetop Shells & Cheese - The best Macaroni & Cheese Recipe that will make you ditch the blue box forever!

Kristin Maxwell

Kristin Maxwell is the creator and main recipe developer, writer, and photographer of Yellow Bliss Road. A self-taught cook and self-appointed foodie, she specializes in easy, flavorful and approachable recipes for any home cook.

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  1. This is the best homemade Mac & Cheese I have made. It had lots of sauce which is key for me. I did add a Con Queso spice I had for extra flavour. Most important was when reheated as leftovers it was not dried out! I don’t usually like Mac n Cheese as leftovers and this was really good. Will definitely make again!

  2. I’m trying to make for my dish I bring to Christmas. I have to travel about 2 hours. Can I put the mixed Mac and cheese into a crock pot and add milk and heat it up that way? I’ve never made Mac and cheese from scratch so any tips are helpful! Thank you!

  3. Oh Kristin! This is exactly what I was looking for today. I think I had this recipe before and lost it. So glad to have it back! I DID add a can oft tuna and some green peas for color. It is soooo good! I will definitely be adding bits and pieces of other cheeses to use them up. I bet that tastes even better! Thanks for this. I will use no other recipe from now on.

  4. Made this last night and it was the best Mac and cheese I’ve ever made!!! How can you go wrong with a stick of butter? Lol! But seriously thank you for the recipe – it turned out perfectly and now I know how to make that perfectly silky cheese sauce thanks to your instruction !

  5. When you put it that way: Roux and Béchamel – How can we resist being a little classier with our Mac and cheese habits! Lol.