4.82 from 197 votes

Easy Mac and Cheese (No flour needed!)

Name: Easy Mac & Cheese (Stovetop, no Flour Needed!)
Prep time: 5 min
Cook time: 10 min
Total time: 15 min
Ingredients: 8 oz dried macaroni (about 2 cups); 1 cup whole milk; 2 Tablespoons 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 freshly shredded mild or medium cheddar cheese or Colby jack cheese (see note); 4 slices American Cheese (see note)

By Sam MerrittUpdated Mar 14, 2023

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235 Comments

Servings: 4 servings

15 mins

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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

Overhead view of ingredients including macaroni, cheese slices, milk, and more.

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

Easy stovetop mac and cheese in preparation || Sugar Spun Run

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.

Two hot bowls of simple mac and cheese recipe without flour

Frequently Asked Questions

Can I bake this recipe?

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!

Why is my mac and cheese grainy?

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!

How do you keep mac and cheese creamy?

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.

Homemade creamy mac and cheese, no flour and no roux required

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

red bowl filled with creamy easy mac and cheese

4.82 from 197 votes

Easy Mac & Cheese (Stovetop, no Flour Needed!)

My easy macaroni and cheese recipe is so creamy and is made without flour or a roux! You can make it in just 15 minutes on the stove with a few easy steps.

Prep: 5

Cook: 10

Total: 15

Servings: servings

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Equipment

Medium-sized saucepan

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

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.