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
4.71 from 174 votes↑ Click stars to rate now!
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Creamy Stovetop Macaroni and Cheese (Boiled in Milk)

If you love rich and creamy Macaroni and Cheese then this homemade stovetop recipe is for you!!
Prep Time 5 minutes
Cook Time 30 minutes
Total Time 35 minutes
Servings 4
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  • 2 cups uncooked macaroni noodles
  • 2 ½-3 cups milk
  • ¼ teaspoon garlic powder
  • ½ teaspoon onion powder
  • 1 tablespoon butter
  • ½ teaspoon pepper
  • ¼ cup water
  • 2 tablespoons cream cheese
  • 1 cup cheddar cheese shredded


  • 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 ¼ 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.
4.71 from 174 votes

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.

Course Dinner
Cuisine American

Recipe slightly adapted from Plain Chicken.

REPIN this Easy Stovetop Recipe

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About the author

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. This recipe is great! I added a bunch of my own seasoning and some extra butter and cream (hehehe) but the basic foundation is perfect for making the perfect mac and cheese. If you’re doing it any other way you are spending too much time on it. Thank you for this !!!5 stars

  2. I made this recipe with the quantities and techniques, as written.
    However, I used GF elbow macaroni (quinoa/brown rice), 3 cups of lactose-free, whole milk, lactose-free cream cheese and aged, white cheddar.
    The finished dish was quick and EZ to make plus, it was yummy (I have found that most recipes on this website are worth making – thank you for that, Holly!).
    However next time, I’m going to use a milder-tasting cheese because the aged cheddar was too tangy in this recipe for my liking.
    Maybe 1/2 mild cheddar and 1/2 American or perhaps Velveeta.
    Has anyone else tried different cheeses? Fondue cheese perhaps such as gruyere and brie?

    1. That sounds delicious! I am glad you enjoyed it. I have never tried it with other cheeses but would love to hear what combinations you come up with!

  3. I have not made this on the stovetop, but I am converting it to a crockpot recipe and will cook it that way. I will be using all of the ingredients as listed except for the pasta which I will reduce to 1 cup.

    I have made crockpot versions of no boil pasta mac and cheese that turned out well before and I believe this version will outdo them all. I will be following the instructions of the other recipes for crockpot mac and cheese I have used by stirring it every 30 minutes and cooking it on high for approx 3 hours in a 2qt crockpot.5 stars

      1. I will let you know. It is in the 2qt crockpot as I am typing this and I decided to up the pasta to 2 cups rather than one cup as the 2 cups of pasta are sufficiently submerged with room to grow.

        (to add: I am using the entire 3 cups of milk).5 stars

      2. The crockpot version of mac n cheese is finished. Two hours in the pasta was perfectly tender, the cheese sauce is creamy and it is delicious. It is very similar to Stouffers frozen mac n cheese. As I suspected the recipe above has outdone all of the other crockpot mac n cheese recipes I have tried.

        I will make it just this way in the 2qt crockpot many more times.

        For me this is a keeper.

        Thanks for the recipes :)

      3. It turned out perfectly in the crockpot. I had posted the results (with some minor details), but for some reason the comment isn’t there. Oh well.5 stars

  4. It worked really well with gluten free pasta, I shortened the cook time to 15 minutes and by the time I had mixed in the cheese it was perfect. Husband was impressed. Thanks.5 stars

  5. USE A NON STICK PAN! No matter how low I turned it, it scorched the milk on the bottom. I had to stir constantly for 30 minutes. Not the first time I’ve made mac and cheese by cooking it in milk, I think I needed more water from the beginning.3 stars

  6. I loved this version of macaroni and cheese! Super easy cleanup with one pan. The only thing I did different was out of milk, so used a can of evaporated milk and 1 1/2 cups of water to the can of milk to make 3 cups and it worked great! I did add extra seasoning salt and 1/4 tsp dry mustard. This is the only way I will make macaroni and cheese again!
    Thank you Holly as love all of your recipes!!5 stars

  7. My 4 yr old granddaughter & I made this today. It was so easy! Super creamy. One-pan clean up is a definite bonus. While the macaroni cooked we made some carrot slaw. We used a total of 3-1/4 cups of milk, adding the extra 1/4 c. near end of cooking. All we had was reduced fat American cheese so we used 10 oz cut in very small pieces as it’s impossible to grate. Next time we’ll do half the pepper and more salt.5 stars

  8. Great concept. It was a crowd pleaser in our family. Great creaminess. A number of notes, though: a one pound box of elbows measured in at 5 cups, so I multiplied the recipe by 2.5. It required a splash more than a pint of milk, more than the 7.5 cups the recipe would suggest. The seasoning needed to be increased many-fold. I added salt and garlic powder repeatedly. I also added basil at the end- yum. Lastly, the cook time for the pasta was less than 20 minutes for me. I am glad I checked it at 10 minutes. It was almost done.4 stars

  9. Way to much milk. I doubled this recipe and it turned out to be a pasta noodle soup. Any idea of what went wrong?3 stars

    1. Hi Kristen, you will want to start with the lower amount of milk listed (2 ½ cups) and work your way up if needed. This helps to prevent it from getting too soupy.

  10. Just what I was looking for! Quick, easy, delicious and only had to dirty one pan! I make your cheeseburger mac regularly and was looking for a similar style mac n cheese to go with my pork roast and collards. In the past I made mac n cheese using a roux based sauce and baking in oven. Usually the results are less than stellar for all the work involved. I was a little short on milk so made up the difference with chicken stock. Used it in place of water as well. I used Gouda and raw Cheddar cheeses and it was creamy, delicious, and full of cheesy flavor. This will be my go-to mac n cheese recipe from now on!5 stars

  11. This recipe was easy and delicious. I liked that it didn’t require a roux or flour at all. I modified by halfing it for my family’s needs and it worked just fine. I probably added a bit more butter too.5 stars

  12. Just to let you know the water amount is still not listed in the ingredient list, I went through the comments and the one person that asked you can’t reply to.

    1. I apologize, I see the water amount now, please consider moving it under or above the milk amount so all liquids are together.

  13. Turned out pretty good, but I used large elbow macaroni so had to use more milk. Also the only cream cheese I had was onion and chive. Still worked not gritty but creamy.
    Question though did you use a heavy sauce pan or thin one.4 stars