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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.
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.