Creamy Stove Top Mac and Cheese

This mac and cheese has a thick, creamy, sauce. Ooey, gooey, and oh-so comforting. It’s cooked only on the stovetop, so you don’t have to worry about the extra wait in the oven.


Creamy “Mac” & Cheese 

(serves about four)

Don’t forget to check out my Tips, Tricks, and Substitutions at the bottom of the recipe.


  • 8 oz pasta, shape of your choice
  • 1/2 stick (1/4 cup)  butter, preferably unsalted
  • 1/4 cup all-purpose flour
  • 2 cups dairy milk, gently warmed
  • 2 cups (8 oz) shredded cheese
  • salt & pepper, to taste


  1. Cook pasta al dente, according to package directions. Don’t forget to salt your water!
    • Once finished, drain the pasta. If it’s finished before the sauce is ready, coat the pasta in some butter or extra virgin olive oil to keep the noodles separate.
  2. Meanwhile, in a heavy-bottomed, medium saucepan set over medium heat, melt the butter.
  3. Add the flour, whisking constantly until the mixture begins to bubble, about 1 minute or so. If you’re unfamiliar with a roux, which is cooking flour with butter, read my tips and tricks.
  4. Slowly whisk in the milk, whisking constantly to ensure it incorporates and no lumps remain. Your mixture may initially clump up and separate, but it will thin out and incorporate as you whisk in more milk. 
  5. Once all the milk is incorporated, continue to gently whisk for a few minutes or so, scraping the bottom of the pan, until the mixture thickens enough to coat the back of a spoon and becomes smooth and creamy.
  6. Continue to cook for 15 minutes, stirring frequently, always scraping the bottom of the pan.
  7. Remove the pan from the heat and add the cheese, whisking until completely melted and incorporated.
  8. Taste for seasoning, adding little pinches of salt and/or pepper, as  necessary.
  9. If the sauce is too thick for your liking, whisk in a little extra milk until it’s your preferred texture. Remember to taste for seasoning, again.
  10. Fold in the pasta and serve immediately.
  11. To serve leftovers, mix in a little milk or cream to reconstitute the sauce.

Tips, Tricks, and Substitutions

Pasta: Use whatever shape you want! I think the best shape is something rather short and thick to hold up to the creamy sauce; my favorites are conchiglie/medium shells, cavatappi, campanelle, and, of course, macaroni. Have fun with it! There are even wheels and flowers and other fun shapes that kids can get into.

Milk: Use whatever percentage you like, though I always recommend full-fat. For non-dairy milk, go unsweetened because the added sugars bring out the flavor of alternative milks like soy and almond, which isn’t ideal when cheese is supposed to be the star of the show.

Cheese: Use whatever tastes good to you. Experiment! My favorite is a combination of Vermont white cheddar with a more mild cheese, like Colby jack. But, by all means, do whatever you like best and experiment until you figure out what you love! Tonight, I used half sharp cheddar and half Mexican cheese blend because that’s all we had. It was delicious! Another fun alternative is pepper jack all by itself, which has just the right hint of spice because it’s mixed with the bechamel. I also absolutely love havarti. The flavor is unlike any mac and cheese you’ve tried, but exceptionally delicious.

Salting Pasta Water: Pasta water should taste like salt water. It doesn’t matter how much pasta you’re cooking, the amount of salt depends on the amount of water. So, if your water doesn’t taste like salt water, add more. And taste your pasta half way through the cooking time to see if it needs more salt. If it does, add another pinch and wait a minute or so before trying again. This makes a big difference in the flavor of the end result.

Al Dente: Al dente refers to the pasta texture having a bit of a bite to it. In any pasta dish, you want the it to be tender, yet firm, rather than very soft. This is especially true when serving with a thick sauce because you want the pasta to hold up to it. It’s even more important if you plan to bake the pasta, like with many mac and cheese dishes. Once in the oven, the pasta will continue cook, so if it’s too tender out of the pot, it will fall apart out of the oven.

Cooking a Roux: You need to cook the flour long enough so that the end result isn’t grainy or floury. By waiting until the butter/flour mixture bubbles, you can be sure the flour has dissolved and won’t be detectable in the sauce. Only cook it to this point, however; allowing it to cook longer and darken results in a completely different roux that isn’t appropriate for this recipe.

Flavor Additions: For extra depth of flavor, 1/2 tsp dry mustard adds the perfect little something. Paprika is also great with creamy cheese sauces. Don’t be afraid to test out a spice or herb here and there. You can always put a little cheese sauce in a bowl, dust some spice over it, and give it a taste before testing it in the entire batch. Remember, taste as you go and you’ll always add the perfect amount.

Serving: My favorite way to serve many pastas, especially mac & cheese, is topped with crisp, golden breadcrumbs. For this recipe, mix 3/4 cup plain bread crumbs with 1 tbsp melted butter or extra virgin olive oil. Then sprinkle evenly over the finished mac & cheese and throw under the broiler for a minute or so, until the crumbs are golden. You can also throw the entire thing in a 375 degree oven for 25 minutes or so, until the sauce is bubbling (with or without breadcrumbs!).


I’ve been bringing my 2 1/2-year-old daughter, G., to Panera for lunch on some of these cold winter days when B. is at work and I’m yearning to get us out of the house. It’s the perfect spot for us because it’s fairly quiet and relaxed, has a great array of foods to please a toddler, and we can pick up and leave at any moment. G. actually does really well, though, sitting quietly eating her lunch and staring out the window at the cars passing by.

I tend to get the same meal every time. A pastry, tomato and mozzarella panini, and large mac & cheese, all to share. I generally get the pasta for G. because I know she’s most likely to eat that (she loves pasta! Not specifically mac & cheese, but pasta, in general), but we almost always end up switching off. Suddenly, G.’s asking for “sahwich?” while I start devouring the ooey, gooey, creamy, cheddar-y conchigliette.

Tonight, I was craving their “Mac & Cheese”, but it’s so cold out, neither B. nor I were about to go buy any, so I decided to just make my own. I was so delighted to find that my cheese sauce had nearly the same exact thick, smooth, and creamy consistency of Panera’s! Even the flavor was close, though I was only able to use the cheeses I had on hand.

So, if you’re looking for the comfort that only one of America’s favorite coffee and sandwich shops can give you, then by all means, read on 🙂 I promise, the most difficult thing you’ll have to do is stir a pot of milk for a handful of minutes.


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