Skip the box and make this easy Stovetop Mac and Cheese without flour! This simple one-pot recipe uses just 4 main ingredients and evaporated milk for an extra smooth and creamy cheese sauce. No flour, no roux, and no complicated steps, just quick, cheesy comfort food.

Simple Stovetop Mac and Cheese without Flour
This creamy Stovetop Mac and Cheese without flour is the ultimate quick and easy comfort food. Itโs made in one pot with just 4 main ingredients and no roux, for homemade mac and cheese thatโs every bit as easy as the boxed stuff, but so much creamier and cheesier.
The secret is evaporated milk, which helps the cheddar melt into an extra smooth, creamy cheese sauce without needing flour to thicken it.
It comes together in just minutes, making it perfect for busy weeknights, an easy lunch, or a simple side dish when you need some serious cheesy comfort food. You'll never need the box-stuff again.
Why You'll Love This Stovetop Mac and Cheese
- Extra creamy and cheesy: Evaporated milk and freshly shredded cheddar make a smooth, rich cheese sauce that coats every noodle.
- No flour or roux: Thereโs no need to make a traditional flour-based cheese sauce.
- Just 4 main ingredients: All you need is macaroni, butter, evaporated milk, and cheese, plus salt and pepper.
- Quick and easy: It comes together in about the same amount of time it takes to make boxed mac and cheese.
- One pot: Cook the pasta, drain it, and make the cheese sauce right in the same pot for easy cleanup.
Why Evaporated Milk Works Best
You don't absolutely have to use evaporated milk for stovetop mac and cheese, but after testing this recipe with evaporated milk, regular milk, heavy cream, and half-and-half, evaporated milk gives the smoothest, creamiest results.
Evaporated milk has a higher concentration of milk proteins than regular milk, which helps the cheese and liquid come together into a smooth sauce instead of separating and becoming oily or grainy.
Regular milk, cream, or half-and-half can all be substituted in a pinch. The flavor will still be delicious, but the cheese may not incorporate quite as smoothly as it does with evaporated milk.
And because the evaporated milk helps create that creamy sauce, there's no flour and no roux required.
Best Cheese for Stovetop Mac and Cheese
Cheddar (freshly grated, of course) is my favorite cheese for classic stovetop mac and cheese. It has plenty of flavor, melts well, and gives the sauce that traditional cheesy flavor you're looking for.
You can use mild, medium, or sharp cheddar depending on how strong you want the cheddar flavor to be. Medium cheddar is a great middle ground for a classic family-friendly mac and cheese.
You can also replace some of the cheddar with another good melting cheese, such as:
- Monterey Jack
- Colby
- Havarti
- Gouda
- Fontina
- Gruyรจre
- Pepper Jack
I enjoy using a mixture that usually includes a classic cheddar, something smoky (like smoked gouda or smoked gruyere), and a soft pully cheese, like mozzarella.
For the smoothest sauce, freshly grate your cheese!
How to Keep Stovetop Mac and Cheese Creamy
Homemade cheese sauce is simple, but a few small details make a big difference between a silky smooth sauce and one that turns grainy or oily.
Use freshly shredded cheese. I highly recommend shredding your own cheese from a block. Pre-shredded cheese contains added starches and anti-caking ingredients that can keep it from melting as smoothly. Alternately, you can rinse pre-shredded cheese quickly in a colander with cold water.
Turn down the heat before adding the cheese. High heat can cause cheese to separate and become grainy. Once the evaporated milk and butter are hot, reduce the heat to medium-low before adding the cheese.
Add the cheese gradually. Don't dump all of your cheese into the pot at once. Add it a little at a time, stirring until smooth before adding more.
Don't overheat the finished sauce. Once the cheese is melted and smooth, add the macaroni and serve. Continuing to cook the cheese sauce unnecessarily can cause it to separate.

Can I Use Pre-Shredded Cheese to Make Mac and Cheese?
I highly recommend freshly grating your own cheese for this recipe. Freshly grated cheese will melt more smoothly into the sauce.
This is because store-bought pre-shredded cheese has potato or corn starches on it to prevent it from sticking or caking. It's not necessarily bad for you, but it's not ideal for melting cheese into a perfectly melty gooey sauce.
Of course, in a pinch, you can use pre-shredded cheese. Your sauce will probably just not be as smooth.

Stovetop Mac and Cheese Variations
Perhaps one of the only things more amazing than eating a big bowl of warm gooey mac and cheese is personalizing it and inventing new ways to make it even better. Here are a few ideas to try to change up the flavor or add a little extra.
- Bacon - because adding bacon to anything makes it better
- Protein - Opt for other proteins such as sausage, tuna, chicken, ground beef (bonus points if it's taco-seasoned ground beef) chickpeas, or black beans. Just make sure the protein is cooked, and add it in at the end.
- Veggies - Add some cooked or quickly sautรฉed veggies to round out the meal. Try mushrooms, bell peppers, onions, jalapenos, broccoli, or zucchini.
- Cheese - Definitely experiment with different types of cheese. A smoked gouda, creamy Havarti, or spicy Pepper Jack would all go great here. Use your favorites!
- Gluten Free: This recipe is already made without flour, so simply substitute your favorite gluten-free macaroni to make it gluten free.
- Different Pasta Shapes: Elbow macaroni is classic, but small shells, cavatappi, rotini, or another short pasta with plenty of nooks and crannies for holding cheese sauce will also work.
- Bacon: Stir cooked, crumbled bacon into the finished mac and cheese for a smoky, salty addition.
- Add Protein: Turn it into a heartier meal with cooked chicken, sausage, ground beef, taco meat, tuna, chickpeas, lentils, or black beans. Stir cooked protein in at the end just until heated through.
- Add Veggies: Stir in cooked broccoli, peas, mushrooms, bell peppers, onions, jalapeรฑos, or zucchini.
- Make It Spicy: Add chopped jalapeรฑos, cayenne, hot sauce, or Pepper Jack cheese for a little heat.
- Change Up the Cheese: Use a combination of cheeses to change the flavor. Smoked Gouda adds a smoky flavor, Havarti makes it extra creamy, and Pepper Jack adds a little kick.
- Sauce Too Thick: Mac and cheese naturally thickens as it sits. Stir in a small splash of evaporated milk or regular milk to loosen the sauce again.
You can also use a different cooking technique with this Instant Pot Mac and Cheese version or this Crock Pot Mac and Cheese version, which both also have no flour!
More Cheesy Pasta Recipes You'll Love
- Creamy Sausage Pasta - Italian sausage and noodles swimming in a creamy, tangy rosa sauce.
- Fettuccine Alfredo - a creamy, cheesy alfredo, made without flour!
- Chicken Alfredo Lasagna - a creamy twist on classic lasagna made with chicken, alfredo sauce, and spinach.
- Bacon Cheddar Bow Ties - bacon, cheddar, and pasta, all in one dish. Need I say more?
- Swedish Meatball Mac and Cheese - a fun twist on traditional mac and cheese by combining it with my Swedish family's meatball recipe.
Stovetop Mac and Cheese (without Flour!) Video

Simple Stovetop Mac and Cheese without Flour
Ingredients
- 8 oz package elbow macaroni
- 2 tablespoons butter
- 1 cup evaporated milk
- 8 ounces cheddar cheese freshly shredded
- Salt and pepper to taste
Instructions
- Cook noodles to package instructions. Drain and set aside.
- In a large pot over medium heat, melt butter with evaporated milk.
- When butter is melted and mixture is hot and steaming, turn the heat down to medium-low and add about a quarter of the cheese. Stir until melted and combined. Repeat until all cheese is added.
- Add noodles to the cheese sauce, stirring to coat.
- Add salt and pepper to taste.
Notes
- Evaporated Milk: Evaporated milk makes the smoothest, creamiest sauce. You can use milk, cream, or half-and-half, and it will still taste good. But the cheese will not incorporate as well into a perfectly smooth sauce.
- Use freshly grated cheese to make sure it melts smoothly for a perfectly creamy sauce.
- Storage: Store leftovers covered in the refrigerator for up to 5 days.ย
- Freezer Directions: Allow to cool to room temperature. Transfer to freezer dish or bag. Freeze for up to 3-6 months. Thaw overnight in the refrigerator. Then heat on in a pot on the stove, adding a little more cheese if necessary.
Nutrition
UPDATE INFO: This recipe was originally published in July 2014. It has been updated with new pictures, tips, and a video and republished in July 2022.
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Jennie says
I followed your directions exactly and my cheese sauce came out curdled and very soupy. I used half&half, half a block mozzarella, half a block of munster and two table spoons of butter. What could I have done wrong?
Michelle says
It's hard to know without knowing *exactly* what you did. But if I had to guess, I'd say the half-and-half was either too hot or not hot enough when you added the cheese. It should be hot and steaming, but not boiling when you add the cheese, and it should mix in nicely.
You might consider using the evaporated milk as well because it's not as nit-picky about the temperature. Cream and half-and-half can curdle if they're introduced to too much heat.
Please let me know if you have any other specific questions. I'll be happy to answer ๐
Marc wachter says
It may also have been the cheese selection. I made ours using 1 block of extra sharp yellow cheddar and 1 block of extra sharp white (mixed in some onion powder and garlic salt and crushed Club crackers) and it turned out great. I will probably try other cheeses as well but will try to keep a strong cheddar base. The mozzarella may have released too much moisture?
Michelle says
That's a good thought too. I've used mozzarella with this cheese sauce recipe for my Cheesy Chicken Enchiladas recipe, and it actually worked great. But I've never tried it with munster. I'll have to try it and see what happens.
natalie nichols says
hello so haw do you not over heat the half and half
Michelle says
Just heat over medium heat until it's hot enough to steam but hasn't started boiling. Just hot, but not boiling.
Michelle says
Jennie, did you use Munster or Muenster cheese? I'm going to test out Marc's theory about the type of cheese, and I want to make sure we're on the same page ๐
SweetNeo85 says
You can't use mozzarella. That's a stringy cheese, not a smooth-melting cheese.
Jeremy says
Can you bake this recipe after it is prepared?
Michelle says
I've never tried it but I would guess that you can. The sauce will likely thicken/ evaporate a bit more. I would probably make a little more sauce than the recipe indicates to counteract that. But I think it would be okay to pop it in the oven for 10-15 minutes with extra cheese on top or a breadcrumb topping.
Alicia says
This was a hit in our house! I wanted to make Mac n cheese, but I hate how it gets gritty when I use flour. We used cheddar, and heavy cream and it turned out fabulous!
Olivia says
I JUST made this recipe to go with sausages tonight and it was great!
It is a great recipe, and this sauce is a perfect cheese base for any of your favorite flavours, or delicious just on its own!
Jason Brazinski says
Dad here with a Gluten free son, my kids absolutely loved this rendition. Super simple and as good as it gets. Great base for other recipes too.
Michelle says
Yay! I'm glad it was a win with the kiddos! (Mine love it too ๐
Gary says
You do know that the macaroni contains a ton of flour? I'm going to try it with either rice pasta or corn pasta. Corn pasta is very yummy, thank you for the recipe. My cheese sauce is going over broccoli.
Michelle says
Yes, I'm aware. This is not a gluten issue for me. I'm okay with traditional pasta. Just a flourless cheese sauce ๐
Laura says
Oh...my...goodness!!! My family loves that you shared this! I often make homemade "mac'n cheese", but was frustrated with the graininess and finally did a search to see if there were any solutions out there besides using a higher fat milk (not skim with a roux). I found your recipe this week and I added it to the meal plan. It...was...DELICIOUS!!! I used 4 oz. Fontina and 4 oz. Cabot Extra Sharp White Cheddar. Next time I would do 2 oz. of each and 4 oz. of Sharp Cheddar and add just a splash of milk because it does get a little thick and we loved the creamy, creamy texture. Thank you again so much for sharing!
Caroline says
Just found this recipe via a Google search for "mac and cheese without flour" (too lazy to go to the store right now). I used a blend of cheeses I had in my fridge and it turned out delicious! I'm just cooking for myself so I halved the recipe, figuring I would eat some now and save the rest for lunch tomorrow, but I don't think there will be any left over...
Paul says
The cream base is what I use for my Philly Cheese Steaks and Steak N Cheese sandwiches. So easy to prepare and a a superb creamy texture. My customers love the cheese. I use a little starch to thicken it though.
I have not made this yet but will experiments for that perfect mac n cheese!
Benjamin B. says
Although I didn't have any cheddar cheese, I substituted it for a Mexican cheese blend and a tiny bit of parmesan, and it still worked out nicely! Additionally, this recipe was a lifesaver, as I wanted to make breakfast for my parents, but I didn't have any flour, so thank you for this.
- Benjamin B.
14.
Gerasimos Makaras says
Does this sauce reheat well? I want to make it to put over steamed broccoli, but know that we wonโt eat it all at once. Weโll have leftovers.
Michelle says
I'm not sure as I've never tried it. We're cheese fanatics here! No leftovers. My best guess would be that the sauce will separate when reheating, especially if you reheat it in the microwave. Please let us know how it goes if you try it!
Dannette Yarosik says
I'm looking forward to trying this recipe. I did have a question. Can I put everything in the pot all at once and mix it?
Michelle says
It works best if you heat the milk and butter up first and then the cheese will melt in more smoothly. You can dump everything in at once, but the sauce may not be as smooth.
Cam says
I LOVE that this recipe doesn't require making a roux or really anything and it's still SO creamy! Such an easy throw together weeknight meal in my opinion
Kerri says
I love how easy this recipe is! And with only five ingredients, I can't wait to try!
dana says
I've always been a roux gal, but I had to make a mac for a group of folks, and one of them can't have flour! So this was perfect, and honestly, still super creamy and thick without the roux.
gunjan says
Loved this idea and came out so good. I saved some carb here since its without flour. Will make this again.
Gina Abernathy says
I've been looking for the perfect mac and cheese recipe and this is it. I added a little smoked gouda and it was amazing.
Mandy Applegate says
I've been looking for a mac n cheese recipe without flour and this turned out perfect!
Katherine says
Evaporated milk is such a great way to thicken the cheese sauce without flour!
Amanda Wren-Grimwood says
What a great idea for a fuss free sauce! I'll be using this on vegetables too, not just pasta.
Shadi Hasanzade says
Love how easy and straightforward this recipe is! It's foolproof and just perfect in every way!
Janessa says
I've never thought to use evaporated milk for mac and cheese- I love how smooth the sauce turned out!
Nancy says
My kid is a big fan of this easy Mac and cheese recipe. I love that thereโs no flour!
MacKenzi says
This stove top mac and cheese turned out perfect. The evaporated milk adds so much creaminess. Adding this to my weekly menu.
Mirlene says
My kids love mac and cheese for dinner. I tried your method without the roux and it works! Came out delicious too!
Michaela says
Creamy, cheesy, comforting goodness right here. This is perfect for a busy weeknight meal.
Shelby says
Such simple ingredients for such a delicious mac and cheese! Perfect recipe for the kiddos, too. Yum!
Carrie Robinson says
Using evaporated milk is the way to go when making homemade mac & cheese! ๐ This looks so perfectly creamy and cheey.
Jeff says
This is so easy and tasty. I do the gluten-free option.
Dannii says
Such a great option for those that need a flourless cheese sauce.
Linda Barclay says
This is definitely going to be my "go-to" for Mac and Cheese! I followed your recipe exactly and it came out ooey-gooey creamy and delicious. I wish I had this recipe years ago. So quick and easy!
Olivia Rust says
Omg, this is the best. I add chilly flakes. Soon good and SUPER easy
CT says
My wife made this for me and it was awesome ๐
Michelle says
I'm so glad you loved it! It's one of our favorites too!