Creamy Stovetop Macaroni and Cheese (Boiled in Milk)

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Stovetop Mac and Cheese is the creamiest, dreamiest version of an all-American favorite! No one can resist a savory combination of a creamy cheddar cheese base blended with macaroni noodles, and it couldn’t be easier made on the stovetop.

Serve this creamy homemade mac and cheese with a fresh tossed salad, some garlic bread, and roasted broccoli for the perfect rounded meal!

Creamy mac and cheese in a pot stirred with a wooden spoon

How to Make Stove Top Mac and Cheese

This stovetop mac and cheese is the creamiest version! The secret to this recipe is that the pasta is boiled in milk (which means only one pot for easy clean up). It’s as easy as 1,2,3!

  1. Combine milk, garlic powder, butter, and water in a saucepan and bring to a boil.
  2. Add in the macaroni noodles and reduce the heat to low (adding liquid as needed). Cook until the noodles are tender, about 20 minutes.
  3. Once the pasta is fully cooked, add the rest of the ingredients and stir until melted.

The final result is a smooth and hearty easy family entrée that everyone will love and want seconds of!


This recipe is really easy to make but here are a few tips to make sure it comes out creamy.

When the macaroni is done cooking in the milk, you do not want it dry.  You may need to add more milk/water to the pot while it is cooking. The macaroni noodles should be as moist as the photo on the top right below BEFORE you add in the cheese.  Once you add the cheese, remove it from the stove and stir until the cheese has melted.

Keep in mind, pre-shredded cheese often has additives to keep it from clumping. These additives can cause it to be grainy instead of creamy.

Steps to show how to make creamy mac and cheese in a pot

What Goes with Mac and Cheese?

Everything goes with stovetop mac and cheese! A salad with a bright balsamic vinaigrette or a crusty loaf with Homemade Garlic Butter can round out this meal.

Fresh fruit salad or a tangy gelatin dessert goes well with this rich macaroni. When you serve this creamy stovetop mac and cheese, almost anything goes.

Add ins: You can get creative with this recipe. Add in bacon, jalapenos, canned tuna, peas, even topping mac and cheese with fresh pico de gallo!

Creamy mac and cheese in a pot with shredded cheese being mixed in

Got Leftovers?

Mac and Cheese leftovers can last 4-5 days in the fridge. Reheat on low on the stove top (or in them microwave) and add a splash of milk to keep it creamy.

Can You Freeze Mac and Cheese? The best creamy mac and cheese recipes are served just as they’re made, including this one. This recipe doesn’t freeze well.

More Mac and Cheese Love

Creamy mac and cheese in a pot with a wooden spoon
4.58 from 70 votes
Review Recipe

Extra Creamy Stovetop Macaroni and Cheese

Prep Time 5 minutes
Cook Time 30 minutes
Total Time 35 minutes
Servings 4
Author Holly Nilsson
Course Dinner
Cuisine American
If you love rich and creamy Macaroni and Cheese then this homemade stovetop recipe is for you!!


  • 2 cups uncooked macaroni noodles
  • 2 1/2 – 3 cups milk
  • 1/4 teaspoon garlic powder
  • 1/2 teaspoon onion powder
  • 1 tablespoon butter
  • 1/2 teaspoon pepper
  • 1/4 cup water
  • 2 tablespoons cream cheese
  • 1 cup shredded cheddar cheese

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  • In a saucepan combine a pinch of salt, milk, garlic powder, onion powder, butter and water. Bring to a boil.
  • Add in macaroni noodles, reduce heat to low.
  • Continue to simmer stirring frequently until noodles are cooked (about 20 minutes).
  • Watch to make sure the liquid doesn’t completely evaporate. You can add extra milk 1/4 cup at a time if the liquid is low.
  • Once the pasta is cooked, ensure the noodles are not dry. They should be as moist as the photo above before adding cheese. Stir in cream cheese until melted.
  • Remove from heat and stir in cheddar cheese. Cover for 3 minutes.

Nutrition Information

Calories: 360, Carbohydrates: 40g, Protein: 14g, Fat: 15g, Saturated Fat: 9g, Cholesterol: 45mg, Sodium: 228mg, Potassium: 154mg, Fiber: 1g, Sugar: 1g, Vitamin A: 470IU, Calcium: 222mg, Iron: 0.9mg

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

Keyword mac and cheese, stovetop macaroni and cheese

Recipe slightly adapted from Plain Chicken.

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Holly is a wine and cheese lover, recipe creator, shopping enthusiast and self appointed foodie. Her greatest passion is creating in the kitchen and making deliciously comforting recipes for the everyday home cook!

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Recipe Rating


  1. Super yum, really easy. Kids were enthusiastic.
    I used 1 Tablespoon of nutritional yeast also and 2 teaspoons of sugar because I wanted the sauce to taste like snack dust. Well it was gobbled up quick smart. Many thanks.5 stars

  2. I made this 3 times … first time I used pre shredded cheese … it came out gritty … I read pre shredded cheese has flour or corn starch.

    Second time It came out gritty I read where I may have put the cheese in tooo soon and the cheese separated because it got too hot.

    Third time I did everything right … still gritty … OMFG … Good Luck1 star

    1. I’m sorry this didn’t work out for you Randi. Things that can cause the cheese to become gritty include pre-shredded cheeses or overheating the cheese. There are some types of cheese (that are more aged) that can have a bit of a gritty texture from crystals that form in the cheese although if you’re just using regular cheddar, that shouldn’t be the case.

  3. This recipe was great! I used almond milk for the milk because that’s all I had and it still came out great. I added a little more onion and garlic powder and some salt after it was all done simply out of preference. This is now my go to recipe for mac and cheese. Easy, Easy. Thanks so much for this one.5 stars

  4. I made this with goat cheese instead of cream cheese and grated fresh Asiago. It was SO good. Very gourmet. I think you could use Romano or Parmesan as well but I had these on hand and decided to try it.5 stars

  5. Omgoodness this was definitely the best mac n cheese I have EVER made! The creaminess is to die for. Once I finished the instructions on top of the stove, I added it to a baking dish, poured more shredded cheese on top and stuck it in the oven for about 10-12 minutes (just until the top layer of cheese got a golden brown crisp)…. Thanks so much for this recipe. The instructions were simple and spot on! I served it with turkey wings and turnip greens (I’m a southern gal)… Thanks again

    1. This is best eaten when it is made. You can reheat it but may want to add a splash of milk or cream when heating.

    1. Hi T, there should be some leftover milk in the bottom to mix with the cream cheese and cheese in step 5 and 6.

  6. I followed this recipe exactly and it wasn’t good I was so disappointed. I’ve tried making a homemade Mac n cheese like 10 times already using many different recipes and it never turns out good for some reason

    1. Oh no, I am so sorry to hear that Demi! This recipe is usually a favorite! Is there anything specific we can help you troubleshoot?

  7. This is the one and only recipe for mac and cheese that has worked for me. I love it. It is perfect every time. Thank you!5 stars

  8. I followed this recipe step by step. For some reason it’s been 35 mins and my pasta is still not cooked. There’s plenty of liquid to allow it to cook. What am I doing wrong?3 stars

    1. There should be liquid left over for the sauce once the pasta is cooked. Do you have the temperature high enough that it is still simmering Suzanne?

  9. I made this recipe once as instructed and it came out kind of bland to me. I didn’t really enjoy the texture. The second time I made it, I added lawry’s garlic salt in substitute of garlic powder, 1/4 tsp of smoked paprika, and I used extra sharp white cheddar cheese. I thought it tasted delicious but my husband said it tasted like hamburger helper. I would suggest adding seasoning to this recipe.4 stars

    1. Hi Lydia, seasonings are added in step one but a lot of the flavor comes from the cheese you choose as well. You could try a sharper cheese for more flavor! Enjoy :)

    1. Hi Lydia, the water is added in step one and the pepper can be added then or used to season it towards the end.

  10. One of the WORST Mac and cheese recipes I have ever tasted. Came out grainy and thick. In no way shape or form creamy1 star

    1. Hi Mackenzie, did you use pre-shredded cheeses in this recipe? Those often have additives to keep it from clumping. These additives can cause it to be grainy instead of creamy.

  11. It was good but not great. Did not taste cheesy enough. Would need to add a bunch more cheese and more salt,garlic3 stars

  12. I started off with 3 cups of milk (and forgot to add the water so did so later after I added the macaroni) and think I’ll double the water next time. My pasta took a little longer to cook but my cheese melted beautifully and like another reader put some additional cheese on top and threw it in the oven for a little bit. My family loved it and it went perfect with the BBQ pork we had. A great recipe that we’ll definitely make again.5 stars

  13. Super easy and very good! Serving this with shredded bbq chicken sandwiches for dinner and know this dish will be the perfect compliment.5 stars

  14. Excellent. I would definitely point out to readers that you want to just get the milk bubbling, not boiling. Also, add season to taste :)
    Have you ever tried with less milk? (Equal parts water/milk). I might try that next time just to see. My husband did a blind tasting and said it tasted like flour.4 stars

    1. Thanks for sharing Leslie, as for the milk we have not tried reducing it with equal parts water but would love to know how it turns out.

  15. I’m going to try this recipe tonight — looks yummy. I have to tell you that I save most of your recipes, and have really enjoyed the ones I’ve tried. Also, I’m very appreciative of the “Jump to Recipe” option you always provide. Saves me time in case there’s something in it I can’t use. Thanks for all of your help.

  16. wowwwww this was amazing!!! i’ve never had such good mac n cheese when making it in one pot. however, i didn’t have cream cheese when i made this so i added 1 and 1/2 more tbs of butter! worked just fine! also added a pinch of paprika instead of onion powder.

  17. I needed a way to use up milk before it went bad as well as something my daughter would love

    This was two birds with one stone and now I am not going to be able to make Mac and cheese the other way again.5 stars

  18. READ THIS!
    tried this recipe because it was supposed to be “easy.” it was all good until half-way through. i don’t know what went wrong but the milk curdled. then, the cheese didn’t melt. everything was chunky. i do not recommend this.1 star

    1. Hi Chloe, I am not sure exactly what happened but the milk may have curdled if it was cooked on too high of a temperature. As for the cheese, I am not sure why it didn’t melt. Pre shredded cheese has additives that can cause it to be grainy and not creamy but that shouldn’t prevent it from melting. Sorry I can’t be more helpful!

      1. Thank you for sharing the information on the cheese, I was unaware of that happening with pre-shredded cheese. I am now wondering what else I don’t know about cheese LOL!

    2. This was very rich and delicious. Easy but a tad tedious, since we better watch out for that milk and the possibilities it might burn! I didn’t deviate much from the recipe except adding chili flakes and paprika. I also mixed in veggies to make it a smidge healthier hahaha. But yup, so creamy!5 stars

  19. This recipe is quick and easy but VERY bland. Milk needs salt while pasts is cooking and lots more cheese is needed.

  20. I made this as directed and it came out perfect. The only milk I had was powered that I mixed with water. Worked great. I tasted and it was perfect..but being from Colorado and we put green chiles in everything..I added a small can of undrained diced green chiles and..umm somebody stop me please before I eat the whole pan. Thank you for a great recipe. I love one pot recipes.5 stars

    1. Hi Cherie, I can’t say for sure, but using full-fat cream cheese, shredded cheese (instead of cubes) and making sure to add the cheddar cheese is added after it is removed from the heat helps prevent it from separating and clumping.

  21. Your recipes are so yummy and easy to make, my family always give the thumbs up although its only been a short time since I found your site. I look forward to cooking many more of your yummy recipes. Once again many thanks for taking the time to post them.

  22. Absolutely fantastic!! Finally a homemade Mac and Cheese recipe that my picky children will eat! Especially my 14 year old boy who lives with autism
    Thank you5 stars

  23. Has to be the nicest mac n cheese i’ve made. Been trying to master it for years. Added bacon bits and dried onions on top- lovely!! Thanks!5 stars

  24. This is my go-to mac & cheese recipe! Works great every time. Thanks so much for the tip about adding extra milk at the end – it makes ALL the difference!

  25. Made this tonight and we all loved it…I would like to take it for Thanksgiving for my kids but would need to have it in a crockpot…any thoughts as to how I could cook it in the crockpot???

  26. I will never use a roux again!  Great recipe EXCEPT….I used a whole box of corkscrew Mac and it needed way more than 3 cups of liquid.  Next time, I will do 2 3/4 cups of milk and 1 cup of chicken broth.  I also added more grated cheese after I mixed the cheese in and I browned it in the oven for about 10 minutes.  Yum Yum!

  27. Hello Holly,

    This is a good recipe. I followed the instructions and it came out exactly as you described it. I just need to keep an eye on the pot and keep stiring to make sure it doesn’t stick to the pot nor the milk envaporates. I added different spices such as dry mustard and cayenne pepper for the kick. It was delcicous. I will use this recipe again.

    Thank You!4 stars

  28. It came out good but I was disappointed at the lack of taste it was very bland, but all in all it’s a good recipe 4 stars

  29. Two observations:
    1) I think the reason some readers find it bland is because there is no salt. Pasta is typically cooked in rather heavily salted water. I would add some salt to the initial milk mixture.
    2) I believe that perhaps the reason you have better results when adding a bit of extra milk after cooking the pasta is because that extra milk cools the pasta down before adding the cheese. Just a thought.
    All that being said, the technique works well.

  30. I made the macaroni and cheese, and it turned out very grainy. I added the extra milk before adding the cheese, and I don’t know what went wrong! Do you have any ideas why?4 stars

    1. There are troubleshooting notes on the site that may help you find out what went wrong. I hope they help!

  31. I plan on making this tonight. I noticed there is no salt in the recipe…my culinary mind tells me there should be for the pasta to have flavor. What is the reason for no salt?

    1. You can always add salt and pepper to taste. There is no reason to not add the salt.

    1. I think it will be a little stringy with mozzarella, but in my opinion, you can’t go wrong with any cheese!

  32. This is a lovely approach! I made it with extra sauce, and tossed 3 of the kids little lunch packs of cheddar bunnies in with the cooked pasta. Then three little lunch packs of cheddar bunnies crumbled on the top. Then baked it in a deep dish @ 300 for 30 minutes. Perfect! And I used stale lunch snacks and milk close to due date…thrifty joy!

  33. Made this for thanksgiving and absolutely loved it! Used white cheddar and pepper jack cheese and everyone raved about it. Very delicious and I don’t think I’ll ever make another Mac n cheese recipie! Thanks for sharing!

  34. This looks amazing and exactly what my daughters and I are looking for, however, they are wanting the browned top of baked macaroni.. do you think if I were to make this then spread in a pan and add shredded cheese on top, it would hold up in the oven while being browned?

    1. I seasoned & toasted some Panko breadcrumbs with a Tbsp. of oil in a frying pan on the stovetop, and sprinkled them over the top of the Mac & Cheese. Don’t bake it.

  35. I made this tonight.
    I just eye-balled the amount of milk because i was just doing a single portion.
    It was delicious! I used milk mixed with water because i did not have a lot.
    Instead of cream cheese, (didnt have any) i used a teaspoon of sour cream.
    i added mustard powder to the sauce.
    It was very creamy.
    I had no problems with the recipes.
    My boyfriend and i like it better than the old “roux” kind of mac n cheese

  36. I’m made this tonight, after seeing the recipe posted. Craving Canadian Mac n cheese, I was hopeful for this. I used Red Leicester cheese which is quite flavoursome, but not as punchy as cheddar. My batch also went curdly, I used full fat milk (uk blue top) so I’m thinking my milk was too hot? It was a bit bland for us as well, but I think it was my cheese choice. It’s my mission now to get this correct.

    1. I used whole milk to make this and had no issue. What I did was bring my milk to a boil, added my noodles then brought it back to a boil. Once it was boiling again, I turned the heat down to low and covered my pot to let it simmer for 20 minutes. The milk sauce it created was thick and creamy. :)

    2. A bit of ground mustard would significantly enhance the flavor of the cheese and take it from bland to sharper flavor. I also add salt as the pasta is cooking for fuller flavor.

  37. Can you sub anything in for the cream cheese, we don’t happen to have that on hand and were wanting to make Mac and cheese for a BBQ.

  38. I plan on making this for dinner tonight. Does it matter if I use sharp or mild cheddar or is it just personal preference?

  39. For those of you who want to use GF pasta, it works very well. I just made this with brown rice pasta and it was delish. I used 2 3/4 C of skim milk and a little less than 2 T of cream cheese. I probably would have been ok with just 2 1/2 C of milk. The pre shredded cheddar mix was good, but, I think Sharp cheddar or another cheese added in would have been better.

    The only problem I had was that the milk scalded the bottom of the pan, so, I had to pick out the scalded pieces. Otherwise it was really good! Very creamy!!4 stars

  40. Amazing… Who would have thought about cooking noodles-macaroni-pasta-spaghetti with milk? What a wonderful concept. And here I am thinking of myself as educated. :)

  41. Best Mac recipe I’ve tried. I trippled the recipe, subbed in 2/3rd sharp white cheddar and 1/3 greyere n Pinch of salt, so creamy! Great recipe, fed 5 and everyone loved it. Thank you again for this recipe.

  42. I was looking for a quick and easy creamy mac and cheese. I had all the ingredients in my house already and didn’t have to run out to the store which was even better. The mac and cheese came out delicious! Thanks for the recipe!

  43. This recipe sounds so amazing, I’m even thinking of making it for Thanksgiving! :) Can you tell me how many servings this makes?

  44. I am going to be the Debbie Downer here – sorry. First, my milk (1% – an I used 3 cups and omitted the water) boiled down and noodles were soft on a medium low heat after 10 minutes. Although creamy, it didn’t taste cheese enough so I tossed in a whole other cup of cheese – and yet it lacked flavor for me. I don’t know, it just was pretty bland for my taste. Maybe I need to jazz it up with some additional spices or something because although it was rich and creamy – it was a rich and creamy ‘nothingness’. Great base recipe to start with – I shall tweak to my liking :)

    1. I always add some sriracha into Mac and cheese, as well as more garlic powder Han recipes call for. Will solve your blandness problem!

  45. I’m so disappointed!! This looks so great and I have been craving home made Mac and Chesse. I’m not sure what I did wrong but my cheese turned into a clumpy, chewy mess! :( Any ideas why?

    1. Hi Chrissy! Thank you so much for your feedback. You are not the first to let me know that you had trouble with this recipe so I knew I had to take another look at it.

      I remade the recipe 3 different ways today and have added the troubleshooting to the page. Hopefully this helps!

      A couple things to note, I used regular macaroni noodles (not whole wheat/gluten free etc). Pre-shredded cheese worked just as well for me.

    1. I have never cooked with gluten free noodles so I’m not sure if it would work or not! If you give it a try, please let us know what you think!! :)

  46. This was one of the best and easiest recipes I’ve found…Wondering what the nutrional content per service of this recipe is?


  47. I just made this and the sauce is delicious! However, my sauce came out thin and not very creamy. I added about 1/2-1 cup more of shredded cheddar, hoping it would thicken up. It stayed the same thin consistency. Any ideas why? I did use almond milk instead of cows milk. Would that make a difference? This is still an amazing recipe that I’d like to try again. Maybe with different milk to see if that had anything to do with the consistency. Thanks for sharing!

    1. I’m glad you enjoyed it Ashley! How much milk did you add? Was there a lot of milk left in the bottom of the pot once the pasta was cooked? Did you use standard macaroni (not gluten free etc)?

      I haven’t tried it with almond milk, so I can’t say for sure if that was what caused your sauce to be thinner.

      1. There was a bit of milk left over after boiling, and I used whole wheat macaroni. After sitting overnight, the sauce thickened up beautifully! Since I added the extra cheese to try and make it thicker, it was a bit rich for my taste so I went ahead and cooked up some more macaroni noodles and added them in. It is now perfect! Thanks again for the recipe, and the feedback!

        1. Yummy! I’m so glad it worked out for you! I wonder if the whole wheat macaroni didn’t absorb as much of the milk? Either way, I’m glad you enjoyed it! Thank you for sharing with us!

  48. I made this tonight and it was DELICIOUS! Made it exactly as directions stated. Used 2% milk and no curdling. This is a keeper!

    1. Hmm. I’m not sure why that happened, mine has never curdled before. I generally use 2% milk. Did you simmer it on low heat?

      1. I thought maybe it was too hot? But it didnt curdle until I added thecshredded cheddar. Perhaps I’ll try simmering it a little more gently.

        1. Did you just use regular cheddar cheese (or light?)? I did a little bit of reading online and found that it could be the type of cheese or too high a temperature when the cheese was added.

          If you do try it again, I’d suggest to grate the cheese as finely as possible and be sure to remove from the heat once you add the additional ingredients. I hope this helps!

  49. The picture looks so good, but I was wondering if the recipe would be the same if I used already cooked noodles instead?

    1. Hmm… I think it’s the starch from the noodles that makes it rich and creamy. If you did use already cooked noodles it may not thicken up and I’d worry that the noodles would get mushy.

  50. Mmmmm, this was so good! I’ve been craving mac ‘n’ cheese but without all the chemicals and having a hard time finding a good recipe. This is definately the new favorite!