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Homemade Stovetop Mac and Cheese Recipe (No Flour!)

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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.

overhead picture of creamy mac and cheese in white bowl with sprinkling of freshly chopped parsley
Stovetop Mac and Cheese Recipe without Flour in 30 minutes!

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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!

side view of mac and cheese in the large enameled pot.
Stovetop Mac and Cheese Recipe without Flour!

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 to mac and cheese recipe without flour laid out on a black counter.
Ingredients for Stovetop Mac and Cheese Recipe without Flour.

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!  
a close up serving of mac and cheese on a white plate with a sprinkling of parsley over the top.
Top your mac and cheese with parsley if desired.

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.

white mug being dipped into pot of boiling water with macaroni pasta being cooked in it
Reserve 1 cup of the pasta water before draining.
dry elbow macaroni on a kitchen scale
I use a kitchen scale to measure out my pasta to 12 ounces.

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. 

butter melting in a large pot on the stove.
In a pot, melt your butter.
a microplane with a hand holding an onion over the large pot with melted butter.
Once the butter has melted, grate your onion over the butter.
seasonings added to the large pot with butter and juices.
Add in the garlic powder, paprika, cayenne powder, and nutmeg and stir 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. 

a measuring cup of whole milk and heavy cream being streamed into the large pot.
Slowly pour in your warm milk and heavy cream into the pot.
close up of the sauce beginning to simmer for our mac and cheese recipe without flour.
Bring the milk mixture up to a simmer and continue to cook for 7-8 minutes, stirring consistently.

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.

a handful of grated cheese being held over the pot.
Take a small handful of cheese at a time and add it to the pot, stirring after each addition.
overhead view of shredded cheese in the sauce about to be melted.
You don’t want to drop the cheese in all at once to prevent clumping.
a smooth and creamy cheese sauce for our mac and cheese recipe without flour.
Stir until the cheese sauce in creamy and smooth.

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.  

a colander holding the cooked macaroni about to be added to the pot of cheese sauce.
Take your cooked macaroni and add it to the cheese sauce.
cooked elbow macaroni added to the pot of creamy cheese sauce.
Mix the macaroni into the cheese sauce until well combined.

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!

close up of the macaroni and cheese in the pot with a wooden spoon.
If the sauce gets too thick, take some of your reserved pasta water and stir it into the mac and cheese until you get the creamy consistency again.

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.
close up of mac and cheese recipe without flour with a wooden spoon.
Homemade Stovetop Mac and Cheese Recipe.

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”.

Watch me make this Stovetop Mac and Cheese Recipe without Flour!

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.
a large serving of macaroni and cheese on a plate.
This macaroni and cheese is the perfect side dish!

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!

close up picture of macaroni and cheese in a bowl with caption reading, "Creamy Stove-Top Mac & Cheese"

Looking for recipes to serve this macaroni and cheese with?  Check out these delicious dinners!

a large serving of macaroni and cheese on a plate.

Homemade Stovetop Mac and Cheese Recipe (No Flour!)

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.
Print Recipe Pin Recipe
Prep Time 10 minutes
Cook Time 15 minutes
Total Time 25 minutes
Course Side Dish
Servings 6 servings

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

*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.
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.
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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