Creamy One Pot Macaroni and Cheese

4.89 from 26 votes

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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.
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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

4.89 from 26 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
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  • 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
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Recipe Rating


  1. Leigh says:

    5 stars
    This recipe looks so simple and delicious, exactly what I’m looking for for a quick mid week meal! Would it reheat well if I prepared the night before?

    1. Melissa says:

      My kids eat it fine reheated, I don’t like it as well as when it’s made the day of. I think you could try it once and see what you think yourself. It’s a toss up in this house.

  2. Chris says:

    5 stars
    Saved me a trip to the store and the whole family is hooked on this now. Thanks!

    1. Melissa says:

      Love that!

  3. Amanda says:

    5 stars
    Really cheesy and yummy! Made with friends on a Friday night. Easy to make in a short amount of time. Will make again!

    1. Melissa says:

      So easy right?! It’s definitely a go-to in this family and we make it again and again!

  4. Billie Dowdy says:

    5 stars
    Wow! This is great! I live cooking it in front if friends n watch the look on their faces!! Lol.

  5. Allison says:

    5 stars
    Just made this for my family. One kiddo had some dental work so needed something soft in a pinch. Even my picky 11 year old loved it! (She swore off M&C 8 years ago!) This one is rich in flavor as well as filling unlike the boxed stuff! Will keep and make again!

    1. Melissa says:

      SO happy to hear that it worked out well for you and that your little people ate it too, always nice when dinner isn’t a struggle!

    2. C says:

      5 stars
      This came out perfectly. I only had half and half so I substituted that for the milk. I also like to mix American with my cheddar to avoid that grainy texture that pre-grated cheese can produce. Otherwise, followed the recipe exactly. The key is to keep the temperature low, and don’t forget to stir. I will definitely make this again and again.

  6. Julie says:

    4 stars
    I made this and it tasted fine but the texture was kind of chalky? Almost as if there was flour in it.
    Any suggestions?

    1. Melissa says:

      I’d cook the noodles at a lower temperature and use a milk with a high fat content!

  7. Melissa Carr says:

    5 stars
    I halved it, used half n half plus a little water when it got too thick. Used colby jack. The trick is SIMMERING, NO BOIL,and it will work out! Even used Tinkyada Gluten free pasta!! Thank you!! Super excited,and the kids are too! I can make 4x the amount that is in a box of Annies gf mac n cheese!!

  8. Susan says:

    5 stars
    Made this for lunch. Added corn with the macaroni and spinach with the cheese. Delicious!

  9. Danielle @ Delightful Mom Food says:

    5 stars
    Your site is fantastic Melissa! And can we say wow- 5 kids and a farm! Love it! Thank you for visiting my site too:-) I just bought some gluten-free noodles so I’ll have to try this! My boys love a good cheesy dish!