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. doug cochrane says:

    I would hope to use this recipe for canoe tripping. I will be using powdered milk and I am wondering if I can use olive oil (or some other cooking oil) in lieu of butter. Butter is hard to keep when on a canoe trip.
    P.S. I will likely add a dehydrated veggie to this meal as well.

    1. Melissa says:

      The oil would work great and I think taking it on a canoe trip sounds amazing!

  2. Catherine Guinee says:

    mommy Guinee

  3. Andrew says:

    it literally says to let it simmer, not boil it or itll curdle

  4. says:

    5 stars
    Forgot to rate, 5 stars!

  5. says:

    5 stars
    I’ve done a few mac and cheese but this is the best and simplest hands down. I’d suggest cooking time is more 25 mins, not 10. takes a while to heat up the milk, then on a slow simmer was nearly 20 mins before it was ready. I didn’t want it to curdle. My 1 and 5 yo loved it though as did I, I’m writing this one down!

  6. Kelly says:

    How large a pot do I use to make this size recipe?
    Wondering if I should try it. Thanks!

    1. Melissa says:

      Mine is a 6 quart, I think it would fit in a 4 quart just fine too, anything bigger than 4 quart.

  7. Melissa says:

    When you cook it too fast and too hot you’ll curdle your milk.

  8. Bri Jordan says:

    I just can’t get the grainy texture out. Help!

    1. Melissa says:

      You just cooked it too high and the milk curdled, you can’t fix it now. This is a much simpler recipe that I think I like even more (it’s not so fussy) Try that one next time if you are having trouble with this one.

  9. Fotini says:

    5 stars
    I’m absolutely in LOVE with this!!! I’ve tried dozens of Mac and cheese recipes to complete our Friday movie nights but this one topped them all because it’s easy AND delicious.
    I had loads of cream cheese packets in the fridge so I stirred those in too and it added to the creaminess.
    Thank you thank you thank you!!!

    1. Melissa says:

      YAY!!! I love when people love this recipe as much as we do. Thank YOU for coming back to leave a comment!

  10. Gen says:

    Thanks so much for sharing this recipe. I made it tonight with no issues. Added some steamed cauliflower at the end. My husband loved it and had seconds. The 6 year old ate it with no fuss. Will definitely add this recipe to my recipe book.

    1. Melissa says:

      The addition is cauliflower is a great idea! I’m going to do that next time. Thank you for sharing.