Need a Homemade Mac and Cheese recipe without flour? This simple stovetop recipe gives you all the rich, velvety goodness you love, with just a few simple ingredients.
No flour, no roux – just the ultimate comfort food that’s creamy, cheesy, and irresistibly delicious in every bite! Perfect for when you’re craving something quick, easy, and packed with flavor.

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Who doesn’t love the “blue boxed”macaroni and cheese? I grew up on it and was completely obsessed! Honestly, when I was a ‘young adult,’ I’d buy a box just for myself and devour it in one sitting. But as I got older, I realized how not-so-great that was for me, haha!

So, I set out to recreate a version that’s as close to the boxed mac and cheese as possible—without relying on processed cheese. I know it’s nearly impossible to get an identical match without it, but trust me, this one comes pretty darn close!
The Players for Stovetop Mac and Cheese Recipe

Ingredients:
- Pasta – Use any short pasta you’d like! I’ll be using 12 ounces of elbow pasta (macaroni noodles) for this easy recipe.
- Butter – This creates a smooth, creamy cheese sauce for our easy mac and cheese. I use salted butter, but feel free to use unsalted butter.
- Onion – You’ll need the juices from half an onion. I take a microplane and ‘zest’ the onion over the butter that’s in the pot. If you’re short on time, you can use onion powder in a pinch.
- Seasonings – A blend of garlic powder, paprika (regular, smoked, or sweet), cayenne powder, and a pinch of nutmeg is used in this simple recipe.
- Milk – Whole milk works best to create the sauce for our delicious mac and cheese recipe.
- Cream – Heavy cream is what makes the creamy sauce! You can also use half and half if that’s what you have on hand.
- Cheese – I’ll be using a combination of cheeses: colby jack cheese and sharp cheddar cheese. Any good melting cheese will do, but I highly recommend grating your own cheese and not purchasing pre-shredded cheese. Pre-shredded grocery store cheese is coated in potato starch, which prevents clumping in the bag (a good thing!), but doesn’t break down in sauces (a bad thing!).
- Salt & Pepper – Use salt and black pepper to taste.
Tools:
- Zester – To extract the onion juices, use a Microplane or the fine side of a box grater. This method ensures the onion blends smoothly into the sauce, adding rich, savory flavor without any chunks.
- Pot – You’ll need a large pot to make our velvety cheese sauce!

How to make Stovetop Mac and Cheese Recipe
Boil the Pasta
In a large pot of salted water, cook the elbow macaroni for 8 minutes or until al dente. Save 1 cup of the pasta water before draining. Drain the pasta and set aside.


Saute the Onion and Seasonings
In a large pot over medium heat, melt the butter. Grate the onion over the pot and add the seasonings. Saute for 1 minute.



Pour the Warm Milk
Add the whole milk and heavy cream to a microwave-safe bowl and warm for about 1 minute. Cold milk can cause the cheese sauce to seize up and become lumpy when added to a warm pot.
With the pot over medium-low heat, slowly pour in the warm milk, stirring continuously, until all the milk has been added. Bring to a simmer, allowing to thicken for 7-8 minutes, while stirring occasionally.


Stir in the Cheese
Add the grated cheese a handful at a time, stirring after each addition until the cheese has fully melted. Continue until all the cheese is incorporated and the sauce is smooth and creamy.



Add the Cooked Pasta
Add the drained pasta to the sauce, stirring to coat the pasta cheese sauce. Season with salt and pepper to taste. The sauce will continue to thicken as it sits.


You can add the reserved pasta water if needed after you’ve combined the pasta with the cheese sauce. If the sauce is too thick, slowly add the pasta water, 1/4 cup at a time on low heat, until you reach a creamy texture. Enjoy!

The Best Cheeses for Extra Creamy Mac and Cheese
Aside from using colby jack and sharp cheddar cheese, here are some other great cheeses that would do great in this recipe:
- Monterey Jack – This type of cheese melts beautifully, creating a smooth, creamy base for your sauce. It adds a mild, buttery flavor.
- Parmesan Cheese – Parmesan brings a sharp and nutty taste to the mac and cheese. I would use this more as a finisher cheese (grate the extra cheese over the top when serving).
- Gruyere Cheese – This Swiss cheese has a slightly nutty and sweet flavor and melts great!
- Mozzarella – Mozzarella creates extra gooeyness and brings a smooth, stretchy texture.
- Fontina – A semi-soft cheese that melts well and adds a rich flavor to the sauce.

Watch Me Make It!
If you want to watch me make this, check out my Home Alone Inspired Movie Night video on my YouTube channel. I feel like this is the closest thing you can get to Kevin McCallister’s, “highly nutritious microwavable macaroni and cheese”.
Storage and Reheating Instructions
To store, transfer the cooled mac and cheese to an airtight container and refrigerate. It will keep for 3-4 days in the fridge.
To reheat:
- Stovetop:
- Place the leftover mac and cheese in a pot over low heat.
- Add a splash of milk or reserved pasta water to loosen the sauce, stirring occasionally.
- Heat gently, stirring until warmed through, about 3 minutes.
- Microwave Method:
- Place mac and cheese in a microwave-safe bowl.
- Add a splash of milk or reserved pasta water.
- Cover the bowl loosely with a paper towel.
- Microwave in 30-second intervals, stirring in between, until heated through, about 3 minutes.

Pin it for later!
If you end up trying this Stovetop Mac and Cheese recipe without Flour, leave me a comment! I’d love to hear from you!

Looking for recipes to serve this macaroni and cheese with? Check out these delicious dinners!
- Roseanne’s Inspired Loose Meat Tavern Sandwiches
- Chipotle Chicken Asado Marinade Recipe (Copycat)
- ALDI Copycat Chick-fil-A Chicken Sandwich (Air Fryer Recipe)
- Chicken Bacon Ranch Bake (Easy Casserole Recipe)
- Classic Meatloaf with Ground Beef Recipe
- Easy Oven-Fried Italian Chicken Drumsticks Recipe
- Easy Slow Cooker Pulled Pork Recipe

Homemade Stovetop Mac and Cheese Recipe (No Flour!)
Ingredients
- 12 ounces elbow macaroni, dry
- 3 tbsp butter
- 1/2 onion, grated with juices
- 1 tsp garlic powder
- 1 tsp paprika
- 1/2 tsp cayenne powder
- 1/4 tsp ground nutmeg
- 1 cup whole milk, warmed
- 1 cup heavy cream, warmed
- 2 cups grated cheese not pre-shredded
- salt and pepper, to taste
Instructions
- In a large pot of salted water, cook the elbow macaroni for 8 minutes or until al dente. Save 1 cup of the pasta water before draining. Drain the pasta and set aside.
- In a large pot over medium heat, melt the butter. Grate the onion over the pot and add the seasonings. Saute for 1 minute.
- With the pot over medium-low heat, slowly pour in the warm milk and cream, stirring continuously, until all the milk has been added. Bring to a simmer, allowing to thicken for 7-8 minutes, while stirring occasionally.
- Add the grated cheese a handful at a time, stirring after each addition until the cheese has fully melted. Continue until all the cheese is incorporated and the sauce is smooth and creamy.
- Add the drained pasta to the sauce, stirring to coat the pasta cheese sauce. Season with salt and pepper to taste. The sauce will continue to thicken as it sits*. Enjoy!
Notes
-
Stovetop:
- Place the leftover mac and cheese in a pot over low heat.
- Add a splash of milk or reserved pasta water to loosen the sauce, stirring occasionally.
- Heat gently, stirring until warmed through, about 3 minutes.
-
Microwave Method:
- Place mac and cheese in a microwave-safe bowl.
- Add a splash of milk or reserved pasta water.
- Cover the bowl loosely with a paper towel.
- Microwave in 30-second intervals, stirring in between, until heated through, about 3 minutes.
James 1:12 - "Blessed is the one who perseveres under trial because, having stood the test, that person will receive the crown of life that the Lord has promised to those who love him."
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