This stovetop mac and cheese without flour combines tender elbow macaroni with cream cheese, processed American cheese, sharp cheddar and half-and-half for a rich, creamy side dish. It makes 10 side-dish servings, with 10 minutes of prep and 20 minutes of cooking. Serve it right away for the loosest sauce, or bake it for another 25-30 minutes for a thicker finish.
Jump to Recipe · Looking for a different cooking method? Try my crockpot macaroni and cheese.
What Makes This Macaroni and Cheese So Creamy?
This macaroni and cheese uses a warm dairy-and-cheese sauce instead of a flour roux. Cream cheese and processed American cheese melt into the butter and half-and-half first. Freshly shredded cheddar goes in gradually off the heat, bringing a sharper flavor without asking it to do all the work of building the sauce.
Why You'll Love This Recipe
- No flour roux to cook before making the sauce.
- Three cheeses bring creamy texture and sharp cheddar flavor.
- A stovetop finish or an optional baked version from the same batch.
- Enough for 10 side-dish servings alongside a family meal.
Recipe at a Glance
Flavor: rich and cheesy with a sharp cheddar finish. Texture: saucy from the stovetop, thicker after baking. Prep: 10 minutes. Cook: 20 minutes, plus 25-30 minutes if baking. Yield: 10 side-dish servings. Best served: immediately; reheating and freezing can change the sauce's texture.
A Comfort-Food Side for the Family Table
Macaroni and cheese fits right in beside roast chicken, meatloaf or baked ham. This version keeps the focus on a smooth cheese sauce and familiar elbow macaroni, with an optional oven finish when you want a thicker side to scoop from a baking dish.
Ingredients You'll Need
- 1 pound elbow macaroni
- 1 tablespoon salt, for the pasta water
- ½ cup salted butter, cut into pieces
- 2 cups half-and-half
- 8 ounces cream cheese, softened and cubed
- 8 ounces processed American cheese, cubed
- 2 cups freshly shredded sharp cheddar cheese
- ¼ teaspoon seasoned salt
- ¼ teaspoon ground black pepper
The tablespoon of salt is for the pasta water; the seasoned salt belongs in the cheese sauce. Keep those amounts separate. Freshly shred the cheddar and have all three cheeses ready before warming the sauce.
The creamy base starts with cream cheese, processed cheese such as Velveeta, and butter. Use the quantities listed above, then add the freshly shredded cheddar off the heat.
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A Few Easy Substitutions
- Use small shells or cavatappi instead of elbow macaroni, adjusting the cooking time according to the package.
- Replace the half-and-half with 1 cup whole milk and 1 cup heavy cream.
- Substitute mild cheddar or Monterey Jack for some or all of the sharp cheddar.
- Unsalted butter works well; adjust the seasoning after the sauce and pasta are combined.
Tools That Make It Easier
You'll need a large pasta pot, colander, large saucepan, cheese grater and a spoon or spatula for stirring. For the baked option, use a lightly greased 9-by-13-inch baking dish.
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Buy Now → How to Make Creamy Macaroni and Cheese
1. Prep the cheese and cook the macaroni
Shred the cheddar and cut the butter, cream cheese and processed cheese into small pieces. If baking, heat the oven to 350°F and lightly grease a 9-by-13-inch baking dish. Bring a large pot of water to a boil, add 1 tablespoon salt and the macaroni, and cook until just tender, about 8-10 minutes or according to the package. For baking, drain while the pasta is still slightly firm.
2. Melt the creamy cheese base
While the macaroni cooks, warm the butter and half-and-half in a large saucepan over medium-low heat until the butter melts. Don't let the mixture boil. Add the cream cheese and processed cheese, then stir frequently over low heat until smooth.
3. Stir in the cheddar off the heat
Remove the saucepan from the heat. Add the freshly shredded cheddar gradually, stirring until each addition melts before adding more. If necessary, briefly return the pan to low heat to finish melting. Stir in the seasoned salt and black pepper.
4. Combine, then serve or bake
Drain the macaroni thoroughly and return it to its pot. Pour in the warm cheese sauce and stir until the pasta is evenly coated. Taste and adjust the seasoning, then serve immediately. To bake, transfer to the prepared dish and bake uncovered at 350°F for 25-30 minutes, until hot throughout and bubbling around the edges. Expect a thicker sauce after baking.
Helpful Tips Before You Start
Have the cheeses prepared before the saucepan goes on the heat. Smaller pieces melt more evenly, and adding the cheddar gradually gives you time to stop and stir if the sauce needs a moment to smooth out.
A Few Easy Mistakes to Avoid
- Don't boil the dairy mixture or rush the cheese over high heat.
- Don't add all the cheddar at once; let each addition melt first.
- Don't leave excess water in the macaroni before adding the sauce.
- Don't expect the baked version to stay as loose as the stovetop version.
How to Keep the Sauce Creamy
Serve this macaroni and cheese promptly for the smoothest consistency. If it thickens before serving, stir in a small splash of warm milk or half-and-half. Add just enough to loosen the sauce, then stir and check before adding more. Gentle heat helps protect the texture, but extra milk is not a guaranteed fix for a sauce that has already separated.
Keeping Leftovers Fresh
Refrigerate leftovers in an airtight container within 2 hours and use within 3-4 days. For individual portions, microwave in short intervals, stirring between each one and adding a splash of milk to loosen the sauce. For a larger portion, cover the baking dish and warm at 325°F until heated through.
Can You Freeze Macaroni and Cheese?
Yes. Cool promptly and freeze in airtight, freezer-safe containers for up to 2 months for best quality. Thaw overnight in the refrigerator, then reheat covered with a little milk stirred in. The sauce may be less smooth after freezing.
Can You Make Macaroni and Cheese Ahead?
You can prepare the cheeses before you start cooking, but this dish is creamiest when served freshly made. If you cook it ahead, follow the refrigeration and reheating directions above and expect a thicker sauce. The tested 25-30-minute baking time is for the warm assembled mixture; it is not a verified baking time for a cold casserole.
What to Serve with Creamy Macaroni and Cheese
Serve it with homestyle meatloaf, weeknight oven-roasted chicken or honey baked ham. These main dishes make good partners for a rich, cheesy side.
Homestyle Meatloaf with Brown Sugar-Ketchup Glaze
Weeknight Oven Roasted Chicken
Copycat Honey Baked Ham
Round out the plate with garlic butter green beans, roasted broccoli or a crisp green salad. For a holiday menu, browse my Thanksgiving favorites.
A Few Questions Before You Cook
Does this recipe need flour?
No. The sauce uses butter, half-and-half and three cheeses, so there is no flour roux. That describes the sauce method; regular elbow macaroni still contains wheat.
What can I use instead of half-and-half?
Use 1 cup whole milk and 1 cup heavy cream in place of the 2 cups half-and-half.
Can I use a different pasta or cheddar?
Small shells or cavatappi work in place of elbow macaroni; follow the package timing. Mild cheddar or Monterey Jack can replace some or all of the sharp cheddar.
Do I have to bake Macaroni and Cheese?
No. Serve it as soon as the warm cheese sauce and drained pasta are combined. Baking is optional and makes the sauce thicker.
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Tried It?
Leave a rating and a comment below, and let me know whether you served yours from the stovetop or baked it.
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Creamy Macaroni and Cheese
This creamy macaroni and cheese coats tender elbows in a rich, velvety cheddar sauce. Enjoy it straight from the stovetop or bake for a bubbly holiday side.
- Prep Time: 10 minutes
- Cook Time: 20 minutes
- Total Time: 30 minutes
- Yield: 10 servings 1x
- Category: Side Dish
- Cuisine: American, Southern
Ingredients
- 1 pound elbow macaroni
- 1 stick salted butter cut into pieces
- 2 cups half-and-half
- 2 cups shredded sharp cheddar cheese
- 8 oz cream cheese (softened)
- 8 ounces processed American Cheese cut into small cubes, like Velveeta
- ¼ teaspoon seasoned salt
- ¼ teaspoon black pepper
Instructions
Prep
- Shred the cheddar and cut the butter, cream cheese, and processed cheese into small pieces so they melt evenly.
- If baking, heat the oven to 350°F and lightly grease a 9-by-13-inch baking dish.
Cook
- Bring a large pot of water to a boil. Add the tablespoon of salt and macaroni. Cook until just tender, approximately 8-10 minutes, following the package timing. For the baked option, drain while the pasta is still slightly firm.
- While the macaroni cooks, combine the butter and half-and-half in a large saucepan over medium-low heat. Stir until the butter melts and the mixture is warm; avoid boiling.
- Add the cream cheese and processed cheese. Stir frequently over low heat until the sauce is smooth.
- Remove the saucepan from the heat. Gradually stir in the cheddar, allowing each addition to melt before adding more. If needed, briefly return the pan to low heat to finish melting the cheese.
- Stir in the seasoned salt and pepper.
Assemble
- Drain the macaroni thoroughly and return it to its pot. Pour the warm cheese sauce over the pasta and stir until evenly coated.
- Taste and adjust the seasoning as needed. Serve immediately for a creamy stovetop macaroni and cheese.
- For baked macaroni and cheese, transfer the mixture to the prepared baking dish. Bake uncovered for 25-30 minutes, until hot throughout and bubbling around the edges. Baking produces a thicker sauce.
Notes
Substitutions
- Use small shells or cavatappi instead of elbow macaroni, adjusting the cooking time according to the package.
- Replace the half-and-half with 1 cup whole milk and 1 cup heavy cream.
- Substitute mild cheddar or Monterey Jack for some or all of the sharp cheddar.
- Unsalted butter works well; adjust the seasoning after the sauce and pasta are combined.
Serving Suggestions and Pairings
- Serve alongside barbecue, roasted chicken, meatloaf, or baked ham.
- Pair with green beans, steamed broccoli, or a crisp green salad.
- Serve promptly for the smoothest consistency. If the sauce thickens before serving, stir in a small splash of warm milk or half-and-half.
Storage
- Refrigerate leftovers in an airtight container within 2 hours and use within 3-4 days.
- Reheat individual portions in the microwave, stirring between short intervals. Add a splash of milk to loosen the sauce.
- For larger portions, place in a covered baking dish and warm at 325°F until heated through.
Freezing
- Cool promptly and freeze in airtight, freezer-safe containers for up to 2 months for best quality.
- Thaw overnight in the refrigerator before reheating.
- Reheat covered with a little milk stirred in. The sauce may be less smooth after freezing.
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