This Easy Mac and Cheese recipe is so creamy, and it’s made simply WITHOUT flour or a roux! You can make it in just 15 minutes on the stove with a few easy steps.

Creamy Macaroni and Cheese — From Scratch
My easy mac and cheese recipe will have you questioning why you ever purchased the pre-made version in the past! It’s made with just a few basic ingredients–essentially just noodles, butter, milk, and cheese–and is so simple to make. And yes, there is NO flour or roux in this recipe! It’s easy peasy and oh so creamy…you’ll love it.
Today’s recipe was inspired by the macaroni and cheese my mom made when I was a kid. She never had a real “recipe” and instead just briefly eyeballed the ingredients as they went into the pot. It took a few tries for me to tweak and test until I nailed down the ratios, but the end result turned out to be just as simple as that blue box we’re all familiar with, but far more creamy and delicious (and I feel a smidge better about giving it to my kids)!
Why make my recipe:
- Easy–simply boil and strain your pasta, then stir into the melted butter, milk, and cheese!
- No flour = no making a roux!
- So creamy, thanks to American cheese.
- Ready in just 15 minutes!
What You Need

You may be able to make this recipe without flour, but you will still need:
- Macaroni. Keep it classic with macaroni, or substitute small/mini shells, cavatappi (used in my buffalo chicken mac and cheese!), or fusilli. Anything goes, just use your favorite shape (or your kids’ favorite shape!).
- Cheese. I make my recipe with American cheese and cheddar. If you’d prefer, you can use just cheddar (I included notes in the recipe), but I love the creaminess that the American cheese offers. Plus it felt like an appropriate nod to the macaroni and cheese of my childhood 💛
- Milk. I personally recommend and use whole milk, but i suspect any kind will work here; some people have even commented that they’ve used almond milk with success.
- Spices. A dash of ground mustard (also used in my broccoli cheddar soup!) and a sprinkle of smoked paprika (the secret ingredient in my chicken chowder) are totally optional but recommended.
SAM’S TIP: Do NOT use pre-shredded cheddar cheese! Pre-shredded cheeses contain anti-caking agents that prevent them from melting nicely. Grab a block and shred it yourself (a food processor with a shred blade works nicely too!), just like you would if you were making homemade queso.
Remember, this is just an overview of the ingredients I used and why. For the full recipe please scroll down to the bottom of the post!
How to Make My Easy Mac and Cheese

- Cook your pasta to al dente according to package instructions, then drain and set aside.
- Melt together the milk, butter, and seasonings over medium low heat.
- Increase the heat to medium, and once simmering, add the pasta back to the pot and stir well. Reduce the heat to low.
- Add the cheeses and let them sit for about 30 seconds before stirring to coat all of the noodles.
- Enjoy immediately!
SAM’S TIP: Similar to making my fettuccine alfredo, you do not want to rinse your cooked noodles after straining them. The leftover starches on the noodles will create a smooth, cohesive mac and cheese.

Frequently Asked Questions
If you are looking for a baked macaroni and cheese, I highly recommend you check out my baked macaroni and cheese recipe instead. It does involve a roux, but it’s easy–I promise!
Or, if you’d prefer to stick with this recipe, you can top everything off with extra cheese before popping it into the oven for a few minutes. Take it out when the cheese is melted and bubbly, and enjoy!
This is likely to happen if you used pre-shredded cheese. Cheese that you buy already shredded contains anti-caking additives. These additives will keep it from melting smoothly.
However, if the cheese gets too hot, this can also cause it to curdle and separate. Don’t crank up the heat to make it melt faster! Remember: Low & slow is the way to go!
Using the right kind of cheese helps (specifically American cheese in this recipe) and preparing the mac and cheese entirely on the stovetop (as opposed to the stove and the oven) also ensures creamy results.
For creamiest results, serve immediately after preparing. While you can save leftovers, the noodles absorb much of the cheese sauce as they sit, making the dish much less creamy.

I love adding a sprinkle of bacon to this recipe–it reminds me of my bacon macaroni and cheese!
Enjoy!
Let’s bake together! I’ll be walking you through all the steps in my written recipe and video below! If you try this recipe, be sure to tag me on Instagram, and you can also find me on YouTube and Facebook

Easy Mac & Cheese (Stovetop, no Flour Needed!)
Ingredients
- 8 oz (227 g) dried macaroni about 2 cups
- 1 cup (235 ml) whole milk
- 2 Tablespoons (30 g) salted or unsalted butter
- ½ teaspoon salt
- ¼ – ½ teaspoon ground black pepper
- ¼ teaspoon smoked paprika (optional)
- ¼ teaspoon ground mustard (optional)
- 1 cup (113 g) freshly shredded mild or medium cheddar cheese or Colby jack cheese see note
- 4 slices (113 g) American Cheese see note
Recommended Equipment
Instructions
- Bring 3 cups of well-salted water to a boil in a medium-saucepan over high heat.
- Once water comes to boil, add pasta, return to a boil, and cook 7 minutes, stirring occasionally.8 oz (227 g) dried macaroni
- Strain pasta, discarding the water. Leave the pasta in the strainer and return the saucepan to your burner.
- Combine milk, butter, salt, pepper and paprika and mustard in the saucepan over medium-low heat and stir frequently over low heat until butter is melted.1 cup (235 ml) whole milk, 2 Tablespoons (30 g) salted or unsalted butter, ½ teaspoon salt, ¼ – ½ teaspoon ground black pepper, ¼ teaspoon smoked paprika, ¼ teaspoon ground mustard
- Return pasta to saucepan and stir well.
- Add cheeses, allow to sit about 30 seconds until slightly melty and then stir until all noodles are coated. Don't turn up the heat or the cheese will not melt properly.1 cup (113 g) freshly shredded mild or medium cheddar cheese or Colby jack cheese, 4 slices (113 g) American Cheese
- Mixture will seem soupy/thin at first, but turn off the heat and allow it to sit for 5 minutes (stir occasionally) and it will thicken and cling to the noodles.
- Serve immediately.
Notes
Cheese
Shred your own cheddar off the block, don’t buy pre-shredded which is often tossed with a powder that will keep the cheese from melting properly and can leave you with mac & cheese that is both clumpy and runny. I recommend a mild or medium cheddar, as sharp can sometimes feel a bit grainy. You may also substitute the cheddar with colby jack or a similar cheese. If you don’t have American cheese, you can substitute another cup (113g) of cheddar or jack cheese, but the macaroni will be less creamy.Storing
This dish will be creamiest served warm soon after it’s made. Leftovers reheat well, but the pasta absorbs much of the sauce so it won’t be as creamy the next day. Store leftovers in an airtight container in the fridge for up to 4 days.Nutrition
Nutritional information is based on third-party calculations and should be considered an estimate only. Actual nutritional content will vary based upon brands used, measuring methods, cooking method, portion sizes, and more.
PATRI
CAN I BOIL THE MACARONI EARLIER IN THE DAY AND ADD MILK, BUTTER CHEESE LATER IN THE DAY
Sugar Spun Run
Hi, Patri! Yes, that should be fine. I hope that you enjoy the mac and cheese. ๐
Jorge
Outstanding!
The best Mac&Cheese I’ve ever had! Easy to make!
I used a mix of Cheddar + Emmental cheese instead and that was really perfect.
Sugar Spun Run
I am so glad that you enjoyed it, Jorge! Thank you for commenting. ๐
Rosa
Easy and yummy. I did add a bit more cheese and different combos (American, cheddar, Parm, and Mozzarella) but thatโs a personal preference. American cheese was the perfect addition for the melty good stuff.
Sugar Spun Run
I am so happy that you enjoyed the Macaroni and Cheese, Rosa! Adding a variety of different cheeses sounds delicious. Enjoy! ๐
Mari
Best Mac and Cheese. Love that I didnโt have to use flour for it. Kids loved the taste. Had to add just a little bit of more salt but it was good.
Sugar Spun Run
Mari, thank you! I’m glad that you enjoyed the macaroni and cheese. Thanks for commenting. ๐
Candy
Thank you for this easy and delicious recipe!!
Sam
Thank you so much, Candy! I am so glad you enjoyed the macaroni and cheese! ๐
Joanna
I just found this recipe and LOVE it!! I get tired of the heavy floury icky taste of a roux-based mac and cheese. I didn’t have American cheese, so used cheddar and added a little cream cheese like other reviewers had mentioned. This also reheats so well. I already commented about your pizza dough (love that, too!) and your recipes just turn out for me, so I will definitely be searching your blog more often. I hope your pregnancy is going great!! Thanks for the terrific recipes. ๐
Sugar Spun Run
Thank you so much, Joanna! I am so happy that you enjoyed the Macaroni and Cheese and have loved many other recipes of mine. Thank you for taking the time to try them and for your comment, I really appreciate it! Feel free to follow me on Facebook and Instagram (sugarspun_sam). I post recipes daily. ๐
Kaitlin
Love that this doesnโt require flour and all that- I always mess that up. This was DELICIOUS and crazy easy! For the second cheese all I had was a block of cream cheese so used that and it made it SUPER creamy! Thanks for this recipe. Saved it and will definitely be my new go-to Mac and cheese!
Sam
I am so glad you enjoy the mac and cheese so much, Kaitlin! ๐
Anna
This sauce was delicious! I also added cornstarch to thicken the sauce. Spectacular!
Sam
That you so much, Anna! I am so glad you enjoyed the macaroni and cheese! ๐
Em
Oh man, this sauce is money. I was in the mood for some mac and cheese after work but didnโt have any in the house, so I whipped up this sauce minus the paprika and mustard to go on top of some microwave noodles and itโs so creamy and cheesy and amazing. Thank you for sharing, I will definitely be using this in the future!
Sam
I am so glad you enjoyed it! ๐
Carolinne
Just tried and it got amazing! Thank you so much for the recipe. I added way more cheese (we, my husband and I, totally love cheese) and used cream cheese as well. It’s the perfect dish for cheese and pasta lovers. Thank you!
Sam
I am so glad you enjoyed the mac and cheese so much! Nothing wrong with a little extra cheese if you ask me. ๐
katie
Is there any reason we couldn’t put this in a baking dish for, say, 30 minutes at 350? We like the baked top.
Sam
Hi Katie, I don’t see why not. 30 minutes might be a bit long though, I’d hate for it to dry out!
katie
Thanks, I’m gonna go try it right now!
Deborah
I loved it! Thank you! I was craving macaroni and cheese and needed something easy since Iโm pretty bad at making anything. The cheese turned out a little grainy so I shouldโve put it on slower but other than that it was perfect!
Sam
I am so glad you enjoyed it, Deborah! ๐
AT
I was looking for a recipe without flour and this is perfect. Quick and simple and so delicious ! I was craving Mac n cheese and I got my fix !!
Thank you!
Sam
I’m so glad you enjoyed! Thank you for commenting! ๐
Ana
Delicious! Extremely simple but taste just as spectacular as macoroni and cheese with extra ingredients like flour. Great recipe, would recommend for sure.
Sam
So glad you enjoyed the mac & cheese, Ana! This easy version is one of my favorites ๐
Shannon
Very good.. Simple, quick and turned out well. I only wish there’d have been an add on if you wanted a crispy crust on it. I love it as is, but my fiancee likes a crispy crust on it. I tried to wing it and it turned out ok, but not as good as I’d like.
Sam
Usually baking is required to get a crispy crust on top, check out my baked mac & cheese recipe, that might be what you’re looking for ๐
David Appenzellar
I so loved that you shared a recipe your mom made from scratch and that she just threw together when when wanted to make Mac n Cheese. So many of our great family recipes were cooked like that and if you didnโt spend the time with them in the kitchen the recipe is lost forever when they are gone. And Iโve found itโs so hard to write down portions of ingredients and get the dish to turn out right. My brother used to want me to do that after our mom died and I tried and finally told him if you want to know how cool with me. I will say my go to Mac n Cheese is cooked elbow macaroni and after I drain it it goes into a microwaveable bowl. I add whole milk, margarine, salt and pepper to taste and cut up blocks of Velveeta cheese. I start off on high for a couple of minutes and stir and keep heating for a few and stirring until it is all melted and covering the macaroni well and taste. If it needs more cheese flavor add and heat and melted. If I happen to have to much cheese and itโs not melting well blended just add some more milk. Itโs trial and error but is quick to make and I love the creamy cheese and Mac flavor. Iโll try yours as I never thought of American cheese in it plus my dad loves cheddar cheese. I like finding new recipes and exact amounts guarantee success but man those family recipes where the ladies cooked by throwing it together always was great and glad someone like you is sharing your Momโs cooking. What a great tribute to her and keeps her memory alive. A sign of a life lived well when generations later she is still thought of and Iโm sure sheโs quite proud of the daughter you are!!!!