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closeup of mac and cheese in a white serving bowl with an antique silver spoon

Stovetop Mac and Cheese

Stovetop Mac and Cheese is creamy, cheesy and every bite more flavorful than the next. Made in one pot in 30 minutes, this classic soul-soothing comfort food rivals any other recipe around!
Course Side Dish
Cuisine American
Prep Time 10 minutes
Cook Time 20 minutes
Total Time 30 minutes
Servings 6
Calories 749kcal


  • 1 pound dry pasta cavatappi, elbow or shells pasta
  • 1 tablespoon olive oil
  • 1 shallot minced (or ¼ cup minced yellow or sweet onion)
  • 1 clove garlic minced
  • 1 teaspoon fresh thyme minced
  • ½ teaspoon red pepper flakes optional
  • 4 tablespoons ½ stick butter
  • ¼ cup all purpose flour
  • 2 cups whole milk
  • 1 cup reserved pasta water see notes
  • 16 ounces freshly grated cheddar cheese
  • ¼ teaspoon ground nutmeg


  • Fill a large pot or dutch oven half full of water. Add one tablespoon of salt to the water and bring to a boil over medium-high heat.
  • Cook the pasta per the package directions for al dente pasta.
  • Before draining the pasta, remove 1 cup of the pasta water with a measuring cup and set aside.
  • Using the same large pot or dutch oven, add the olive oil and heat on medium heat. Then add the minced shallots and cook for 2-3 minutes or until the shallot is translucent and tender.
  • Then add the garlic, thyme, and red pepper flakes and stir constantly for one minute.
  • Add the butter and stir continuously until it has melted.
  • Once butter has melted, add in the flour and stir for one minute until it gets thick and starts to turn slightly brown.
  • Slowly add in the milk, stirring continuously until there are no lumps. Use a whisk to help break up the lumps if necessary.
  • Then add the pasta water that was removed.
  • Cook the sauce for 3-4 minutes or until it has thickened enough to stick to the spoon slightly.
  • Remove the pot from the heat and add the freshly shredded cheddar cheese and ground nutmeg. Stir until the cheese has completely melted.
  • Then add the cooked pasta and stir to combine well.


Store any leftover mac and cheese in an airtight container in the fridge for up to three days.
Use ½ teaspoon of garlic powder instead of fresh minced garlic.
Use ¼ teaspoon dried thyme in place of fresh thyme
If the sauce thickens too much, add a tablespoon of additional milk.
For a cheesy crust, place the mac and cheese in a 9x13 baking dish, cover it with an additional 1-1 ½ cups of shredded white cheddar cheese and broil it for 2-3 minutes until lightly browned and crispy. Watch it carefully so it doesn't burn.
You can also add a ½ cup of plain panko breadcrumbs in with the additional cheese topping for even more crunch
Use a varieties of cheese in any amounts to equal the 16 ounces. (gruyere, swiss, fontina,,
Add cooked bacon bits, ham, chicken or ground beef,
Add fresh or frozen peas, spinach or broccoli florets.
Use any medium sized pasta you prefer - elbow noodles, large shells, small shells, etc.
Use butter, coconut oil or other favorite oil for sauting.
Swap out the thyme for rosemary or sage Adjust the Use low fat or skim milk if preferred
If you forget to reserve pasta water before draining the pasta, use an additional ¾ cup milk.
Use freshly shredded cheese off a block over bagged shredded cheese. If melted so much better and has more – plus it has more flavor!


Serving: 1serving | Calories: 749kcal | Carbohydrates: 67g | Protein: 31g | Fat: 39g | Saturated Fat: 21g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 10g | Trans Fat: 1g | Cholesterol: 105mg | Sodium: 593mg | Potassium: 378mg | Fiber: 3g | Sugar: 7g | Vitamin A: 1188IU | Vitamin C: 1mg | Calcium: 658mg | Iron: 2mg