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Creamy macaroni and cheese made on the stovetop is so much better than anything from a box! This homemade shells and cheese recipe will become your family’s favorite mac and cheese!

plate of stovetop macaroni and cheese

Creamy Shells & Cheese

Growing up I used to eat boxed mac and cheese fairly often. Both the blue box and Velveeta.

When I first moved out, a 60 cent box of macaroni and cheese was a decent dinner for me.

My husband, however, who is known for his version of mac & cheese, hates boxed macaroni so I haven’t bought it in years.

Then I learned I could make this creamy macaroni recipe easily on the stovetop and the box became obsolete in our house.

This stovetop macaroni and cheese recipe comes together really quickly and tastes really good. It is creamy and cheesy, almost like the kind you can find at Panera, but I use cheddar because I like it better than American cheese. Real cheese is better than powdered cheese any day.

Equipment you’ll need

Ingredients for stove top mac and cheese

Below is a list of the ingredients you’ll need to gather to make this recipe. Scroll all the way down for the full recipe card.

  • PASTA – I used whole wheat shells in this batch but rotini, bowtie, elbow, etc. will work. Pick a short pasta.
  • BUTTER – Salted or unsalted, use your favorite.
  • FLOUR – I’ve only tested with all-purpose white flour.
  • MILK – I use 2% because that’s what I generally have on hand.
  • SEASONINGS – Salt, pepper, and red pepper flakes.
  • CHEESE – You’ll need two cups of shredded cheese. I highly recommend shredding your own for the best, creamiest, melty results. I used a blend of cheddar and colby jack in this batch. If you have pre-shredded cheese, it will definitely work as well.

How to make creamy macaroni and cheese on the stovetop

  1. In a large pot of salted water, cook your noodles to the desired level of doneness. Drain & set aside.
  2. In the same pot, melt the butter until bubbly then whisk in the flour, one tablespoon at a time, making sure to fully cook each addition. The mixture should be a pale yellow.
  3. While whisking, add in the milk, a little bit at a time until thick and creamy. Season with salt, pepper, and red pepper flakes (optional).
  4. Remove the pan from the heat and add in the shredded cheese, stirring until fully melted.
  5. Finally, pour in the cooked pasta and stir to fully coat with cheese.

Possible Substitutions/Additions

  • For added heat, add a squirt or two of Sriracha to the roux.
  • Switch up the cheeses. I used cheddar but American would work nicely or try my pepper jack version.
  • Take it one step further by pouring the prepared mac & cheese into a baking dish, sprinkling with seasoned panko bread crumbs, and baking until golden and bubbly.
  • Sprinkle some crumbled bacon on top to make it extra special.
plate of homemade creamy macaroni and cheese

Tips & Suggestions

  • Shred your own cheese! Packaged cheese had non-caking agents that prevent it from melting nicely. Shredding your own makes a difference, give it a try! (but pre-shredded cheese will work).
  • I like shells & cheese because the cheese really gets into the noodle for little pools of cheese 😍 but other shapes work like elbows or bow ties.
  • You can skip the red pepper flakes entirely if you don’t want any heat. Paprika would be a good replacement or even dried mustard.

What to serve with this Creamy Macaroni and Cheese Recipe

This creamy macaroni is great alone but also pairs well with so many things like a simple side salad, classic meatloaf, crockpot bourbon chicken, or baked chicken strips.

Need more macaroni and cheese recipes? Try these:

Click here for my entire collection of pasta recipes.

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4.75 from 84 votes

Stovetop Creamy Macaroni & Cheese

Servings: 6 servings
Prep Time: 5 minutes
Cook Time: 15 minutes
Total Time: 20 minutes
Creamy macaroni and cheese made on the stovetop is so much better than anything from a box! This homemade shells and cheese recipe will become your family's favorite mac and cheese!


  • ½ lb uncooked shells or similar short pasta
  • 3 tablespoons unsalted butter
  • 3 tablespoons all purpose flour
  • 1 ½ cup milk I used 2%
  • salt & pepper to taste
  • pinch red pepper flakes
  • 1 ½ cup sharp cheddar shredded
  • ½ cup three cheese blend shredded


  • In a large pot, bring salted water to boil and cook your noodles.
    ½ lb uncooked shells
  • Drain noodles and set aside.
  • Using the same pot (or a new one if you like to do dishes), melt the butter over medium high heat until bubbly. Whisk in the flour, one tablespoon at a time, making sure to fully cook each addition.
    3 tablespoons unsalted butter, 3 tablespoons all purpose flour
  • Cook the flour until it is no longer raw. The mixture (a roux) should be thick and pale yellow.
    1 ½ cup milk
  • Add in the milk, while whisking. Continue cooking until the mixture thickens and is creamy.
    salt & pepper, pinch red pepper flakes, 1 ½ cup sharp cheddar, ½ cup three cheese blend
  • Season with salt, pepper and red pepper flakes. Remove from heat and stir in your cheese(s). Stir until fully melted and incorporated.
  • Add your drained pasta to the cheese mixture and stir to fully coat.
  • Season with additional pepper and enjoy!


Serving: 1g | Calories: 389kcal | Carbohydrates: 35g | Protein: 16g | Fat: 21g | Saturated Fat: 12g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 5g | Trans Fat: 1g | Cholesterol: 59mg | Sodium: 268mg | Potassium: 211mg | Fiber: 1g | Sugar: 4g | Vitamin A: 618IU | Calcium: 346mg | Iron: 1mg

Nutritional information is an estimate and provided to you as a courtesy. You should calculate the nutritional information with the actual ingredients used in your recipe using your preferred nutrition calculator.

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  1. It’s unnecessary to cook your flour in three separate batches. Especially if your pot is big enough. That’s just wasted time and effort.

  2. 5 stars
    We LOVE this receipe!!! I added chicken patties and made it all in one. I will definitely be making it again.

  3. 5 stars
    I’ve been looking and trying recipes for CREAMY mac and cheese and now I’ve found it! I used large elbow macaroni cooked el dente, extra sharp cheddar and provolone, 1 c 2% + 1/2 c half/half, sprinkled sharp cheddar on top and baked at 350 for 15-20 minutes. It is the BOMB!

  4. 5 stars
    This is the easiest and most delicious Mac and cheese recipe! So creamy and not at all grainy. It comes together super quick also! I’ve made it twice in the last 3 days!