Creamy One Pot Macaroni and Cheese

4.96 from 23 votes

This post may contain affiliate links. Please read our disclosure policy.

This One Pot Macaroni and Cheese is so simple that you will wonder why you haven’t always made it this way. Ready in 15 minutes and only one pot to clean – I’m sold!

White bowl with yellow macaroni and cheese on a blue and white cloth.
Want to save this recipe?
Just enter your email and get it sent to your inbox! Plus you’ll get new recipes from us every week!
Please enable JavaScript in your browser to complete this form.

I have all kinds of macaroni and cheese recipes on the blog, from a Crock-Pot version to green mac and cheese, and today I have a Creamy One Pot Macaroni and Cheese to add to the collection.

My other stove-top macaroni and cheese recipe is still a favorite, but I don’t always have canned milk. The difference is that this recipe makes a thick and sticky macaroni and cheese (it almost has the texture and taste of baked macaroni to me), while the other recipe has almost a runny sauce.

They are both excellent but different enough that I wanted to share both recipes.

White bowl with yellow macaroni and cheese on a blue and white cloth with fork in bowl and measuring spoon with white salt and glass with white milk.

Why You’ll Love This Recipe

  • Quick and simple 20-minute meal
  • Extra easy because you cook the macaroni right in the milk, which helps to make the sauce
  • Ultimate creamy comfort food
  • Perfect for lunches or suppers and sure to be a family favorite!

Recipe Ingredients

  • Milk – whole milk will be the creamiest
  • Butter
  • Elbow macaroni – or another similar pasta
  • Cheddar cheese – mild or sharp, your choice!
  • Salt and pepper

See the recipe card below for full information on ingredients and quantities.

Black pot with green handles, with yellow macaroni and cheese and wooden spoon inside.

How to Make One Pot Mac and Cheese

  1. Add milk, butter, and macaroni noodles to a large pot.
  2. Cook on medium, stirring often, until the noodles are cooked, about 15-18 minutes. 
  3. Add the cheese and salt, stirring until melted.
  4. Taste and adjust seasonings, adding more cheese if desired.

Recipe FAQs

What pasta is best for mac and cheese?

I prefer elbow macaroni, but bow tie, fusilli, and penne pasta also work well.

Can you use water instead of milk for mac and cheese?

You can use water instead, but your mac n cheese will be less creamy.

How do you fix runny mac and cheese?

If you end up having too much liquid in your macaroni and cheese, bring the contents back to a boil and cook until the desired consistency. Be sure to stir constantly to keep the milk and cheese from sticking to the bottom of the pot and burning.

Does mac and cheese make good leftovers?

This stuff in the blue box is not ideal for leftovers. The sauce gets powdery and has a weird texture. But this one-pot mac and cheese tastes SO good reheated. You still have the creamy factor, and the flavors have a chance to deepen. I recommend eating the leftovers within 1-2 days and storing them properly in the refrigerator. 

Title Image for Creamy One Pot Macaroni and Cheese and a white bowl of macaroni and cheese on a blue and white plaid cloth.

Expert Tips

  • You don’t need to drain the pasta in this recipe. Cooking the pasta directly in the milk makes it extra creamy, and the sauce sticks to it much better.
  • To get the full creaminess factor, I recommend using whole milk or at least 2%
  • Use mild or sharp cheddar, adding more cheese if needed to achieve the true cheesy taste you’re looking for.
Creamy One Pot Macaroni and Cheese and a white bowl of macaroni and cheese on a blue and white plaid cloth.

More Pasta Recipes to Consider

4.96 from 23 votes

Creamy One Pot Macaroni and Cheese

This One Pot Macaroni and Cheese is so easy! Cook the macaroni right in the milk that's used to make the sauce. Creamy, delicious & ready in 15 minutes!
Prep: 5 minutes
Cook: 10 minutes
Total: 15 minutes
Servings: 4


  • 2 1/2 cups whole or 2% milk
  • 3 tablespoons butter
  • 2 cups dry elbow macaroni
  • 1 to 2 cups shredded cheddar cheese
  • 1/2 teaspoon salt
  • More salt and pepper to taste


  • In a large pot add the milk, butter, and macaroni noodles. Turn the burner on medium and bring the mixture to a simmer, stirring often.
  • Reduce the heat if the milk seems to stick to the bottom of the pan and stir often until the noodles are cooked through, about 15-18 minutes. Slow and low is your friend here. If you cook this too fast and hot, the milk will curdle.
  • Stir in the cheese and salt until everything is melted.
  • Depending on the type and sharpness of cheese you may want to add up to another cup of cheese. Taste it and see. I used a moderately sharp cheddar and liked it at about 1 and 1/4 cups of cheese. If I had used something milder I think I would have used more.
  • Serve right away.



  • Don’t boil the noodles; just simmer them gently, or the milk will curdle, and your mac and cheese will have a gross texture. 
  • Whole milk is the best choice for creaminess, but 2% will also work.
  • I’ve made this a handful of times and each time I used a different amount of cheese, depending on my mood and how much cheese I have in the fridge. The milder the cheese, the more I think it needs to get a good cheese flavor.
  • If it has too much liquid, bring the contents back to a low boil and cook until the desired consistency, stirring constantly.


Serving: 1 of 4 servings, Calories: 397kcal, Carbohydrates: 39.9g, Protein: 17.2g, Fat: 18.6g, Cholesterol: 53.9mg, Sodium: 268mg, Sugar: 7.9g
Like this recipe? Rate and comment below!

About Melissa

You May Also Like:

Leave a comment

Your email address will not be published. Required fields are marked *

Recipe Rating


  1. 5 stars
    I’ve never tried Macaroni & Cheese but after trying this recipe I completely understand what the fuss is about! Amazing!

    I’m looking forward to eating my way through your other posts! Keep up the incredible work! x

  2. This looks like cheesy comfort food perfection! My boys would be very happy to see this on the dinner table tonight! 🙂

  3. Is the milk mixture supposed to cover the macaroni completely or are you supposed to see some sticking out while it’s simmering?

    1. That’s ok, since you’ll be mixing it often, if you’re following the directions, right?

  4. 6/18/17
    Gonna make this today. No cheddar cheese. I use whatever I have on hand. Mixed cheese ends. Will post the outcome.

  5. We made this tonight! It’s definitely a comfort food! We used Cheddar, Provolone and Parmesan. The kids LOVED it!

  6. Making some tonight for the first time. Looks simple enough so I’m hoping it turns out really good. Plus, I’ll have leftovers all this week, that’s if I don’t eat the whole thing for myself. 🙂

  7. This looks so good, but I tried to make it once && the cheese curlied. What can you do to prevent that from happening? Also can you tell me why it happened?

    1. Sometimes that happens when your cooking temperate is too hot for the cheese or the milk that you used broke. I have the best luck using whole milk instead of say skim. I hope it still tasted good even if it looks bad!

  8. My macaroni is more on the al dente side (we normally have it a little softer), but it taste great. I’ll make it again. Thanks for an easy recipe!

    1. Next time add a 1/2 cup more milk and I think it’ll be more to your liking. Thank you for the feedback!

  9. You can use whole wheat elbows, heavy cream and at least four types of cheese. Try coconut cream also. Thanks so much.
    Chef Jerry, executive chef San Remo in Palm Beach