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
4.6 from 103 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
If you love rich and creamy Macaroni and Cheese then this homemade stovetop recipe is for you!!


  • 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

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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 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.

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
Course Dinner
Cuisine American

Recipe slightly adapted from Plain Chicken.

REPIN this Easy Stovetop Recipe

Stovetop Mac and Cheese with a title

Stovetop Mac and Cheese with a title
Stovetop Mac and Cheese in a pot with writing
About the author


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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. Did everything it said and still turned out gritty. I would really recommend doing a couple extra steps by learning to make a roux-based sauce, like a Mornay, and cooking the noodles separately. It’s slightly more technically difficult, but will turn out consistently good every time you make it1 star

  2. Thanks for this recipe. Best Mac & cheese recipe I have ever made & I have tried lots ( and disappointed most times) over the years. Ultra rich and creamy! I used Cabots white cheddar the first 2 times,… maybe a Gouda next time.
    Of course you do have to pay attention and add more milk when necessary and if the pasta is not done…cook it longer. ‍♀️5 stars

  3. This is a horrible recipe for Mac n Cheese. The pasta isn’t tender, it needs WAY more moisture than the recipe says, you have to play with it on the stove forever. How about just cooking the pasta by itself, putting it in a casserole dish, stir in milk and cheese then bake? What a mess.1 star

    1. Thank you for your feedback Craig and Anna. I’m sorry to hear that you didn’t love this as much as we do. We have not had an issue with moisture and find the amounts to be correct as written. Did you review the tips in the post on making the macaroni and cheese? I do have two other mac and cheese recipes that can be baked in the oven:

      I hope that helps.

  4. After you fix the Mac & Cheese on the stovetop, can you also put it in a baking dish and bake it?
    Thank you5 stars

    1. Yes, you can baked the Mac & Cheese in the oven. Add 1/2 cup to 1 cup of additional milk before putting the mixture in the baking dish. Then top with the remaining cheese. I baked mine in a 500oF preheated oven on the middle rack for about 10 minutes or until golden brown. Please no burnt Mac & Cheese.

      1. Great results for me. I’d recommend going with 2.5 cups to start milk and a bit more cheese. I simmered until the milk became very creamy. The haters must not be able to follow instructions.5 stars

  5. Super creamy even tho i left out the cream cheese!

    I was looking for ways to use up the rest of a gallon of milk and came across your recipe. I am always worried about what “simmer” means in different recipes… Some recipes, the dial is at 3 and its a soft roiling boil, this recipe it is not! Because its milk, once i added the mac, i shut it down to 1…and i still had to watch it. I thought the mac wouldnt cook, but ended up adding the extra milk called for and it was perfect.

    Any chance i can freeze this? I made a double batch and do not want it to go to waste!

    This was by far the best mac n cheese i have made. Thanks for the recipe!5 stars

    1. So glad you love this macaroni and cheese Lynnski! As mentioned in the post, this recipe doesn’t freeze well.

  6. This is by far the worst mac and cheese recipe I have tried (sorry). Apprehensive because boiling milk never turns out well, but I decided to try anyway. Despite keeping the heat on only medium/high and stirring frequently so the milk wouldn’t scorch, I still ended up with all the milk gone, half-cooked noodles, and a wrecked pot. I kept adding more milk, then tried adding a lid to the pot to slow evaporation while it boiled. Ended up using double the amount of milk called for to get the pasta cooked enough. Used brick cheese and it’s gritty. Do not recommend! Not sure why it’s getting ANY good reviews!!!1 star

    1. I’m surprised to hear that Nicole, this has been such a hit for me, my family, and so many readers. How disappointing it for you. Thank you for trying it.

      1. I think the issue is how much water are you supposed to put in initially. It is not in the ingredients list, but it says to add water in the directions. How much water to you add when you bring it to a boil?

    2. The directions said to turn the heat to low after putting the macaroni in and take off the heat when putting in the cheese. You boiled the cheese which caused the grittineas.

  7. This was great! I was looking specifically for the cooking method to make an Alfredo mac and cheese, so at the end of the cooking process the cheese I used was cream cheese and fresh grated Parmesan. Wow! So good. The macaroni was cooked and ready for cheese after 13 minutes. Take it off the heat to add your cheese and just stir it in. It will melt in smoothly and be creamy. Thank you!5 stars

  8. This recipe is delicious!!! It tastes like the Noodles N Company Mac and cheese but better! Everyone loved it. I will definitely be making it again.5 stars

  9. I love these recipes. I have made a few always turn out so good. Easy and most ingredients I have on hand.

  10. Best m& c I have ever made,made so much simpler by cooking in one pot.
    I have,in the past,made a bechamel sauce and then added to cooked noodles.
    I was worried for just a wee bit thinking I have way too much milk,but after adding the cream cheese,it magically became thicker and creamy.
    At 66 years of age,it’s wonderful to learn new methods5 stars

  11. 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

  12. 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.

      1. I used Monterey Jack cheese since that was what I had on hand and it came out perfect! Thanks for the recipe ❤️5 stars

  13. 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

  14. 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

  15. 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.

  16. 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?