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    Home ยป Recipes ยป Savory

    Easy Mac and Cheese (No flour needed!)

    Updated: March 14, 2023 by Sam Merritt โ€ข 229 Comments

    This post may contain affiliate links. As an Amazon Associate I earn from qualifying purchases. Please read my disclosure policy.
    Jump to Recipe
    collage of macaroni and cheese, top image of full bowl of mac and cheese , bottom image of two bowls photographed from above

    This Easy Mac and Cheese recipe is so creamy, and itโ€™s made simply WITHOUT flour or a roux! You can make it in just 15 minutes on the stove with a few easy steps.

    Mac and cheese in a bowl

    Creamy Macaroni and Cheese โ€” From Scratch

    My easy mac and cheese recipe will have you questioning why you ever purchased the pre-made version in the past! Itโ€™s made with just a few basic ingredientsโ€“essentially just noodles, butter, milk, and cheeseโ€“and is so simple to make. And yes, there is NO flour or roux in this recipe! Itโ€™s easy peasy and oh so creamyโ€ฆyouโ€™ll love it.

    Todayโ€™s recipe was inspired by the macaroni and cheese my mom made when I was a kid. She never had a real โ€œrecipeโ€ and instead just briefly eyeballed the ingredients as they went into the pot. It took a few tries for me to tweak and test until I nailed down the ratios, but the end result turned out to be just as simple as that blue box weโ€™re all familiar with, but far more creamy and delicious (and I feel a smidge better about giving it to my kids)!

    Why make my recipe:

    • Easyโ€“simply boil and strain your pasta, then stir into the melted butter, milk, and cheese!
    • No flour = no making a roux!
    • So creamy, thanks to American cheese.
    • Ready in just 15 minutes!

    What You Need

    Overhead view of ingredients including macaroni, cheese slices, milk, and more.

    You may be able to make this recipe without flour, but you will still need:

    • Macaroni. Keep it classic with macaroni, or substitute small/mini shells, cavatappi (used in my buffalo chicken mac and cheese!), or fusilli. Anything goes, just use your favorite shape (or your kidsโ€™ favorite shape!).
    • Cheese. I make my recipe with American cheese and cheddar. If youโ€™d prefer, you can use just cheddar (I included notes in the recipe), but I love the creaminess that the American cheese offers. Plus it felt like an appropriate nod to the macaroni and cheese of my childhood ๐Ÿ’›
    • Milk. I personally recommend and use whole milk, but i suspect any kind will work here; some people have even commented that theyโ€™ve used almond milk with success.
    • Spices. A dash of ground mustard (also used in my broccoli cheddar soup!) and a sprinkle of smoked paprika (the secret ingredient in my chicken chowder) are totally optional but recommended.

    SAMโ€™S TIP: Do NOT use pre-shredded cheddar cheese! Pre-shredded cheeses contain anti-caking agents that prevent them from melting nicely. Grab a block and shred it yourself (a food processor with a shred blade works nicely too!), just like you would if you were making homemade queso.

    Remember, this is just an overview of the ingredients I used and why. For the full recipe please scroll down to the bottom of the post!

    How to Make My Easy Mac and Cheese

    Easy stovetop mac and cheese in preparation || Sugar Spun Run
    1. Cook your pasta to al dente according to package instructions, then drain and set aside.
    2. Melt together the milk, butter, and seasonings over medium low heat.
    3. Increase the heat to medium, and once simmering, add the pasta back to the pot and stir well. Reduce the heat to low.
    4. Add the cheeses and let them sit for about 30 seconds before stirring to coat all of the noodles.
    5. Enjoy immediately!

    SAMโ€™S TIP: Similar to making my fettuccine alfredo, you do not want to rinse your cooked noodles after straining them. The leftover starches on the noodles will create a smooth, cohesive mac and cheese.

    Two hot bowls of simple mac and cheese recipe without flour

    Frequently Asked Questions

    Can I bake this recipe?

    If you are looking for a baked macaroni and cheese, I highly recommend you check out my baked macaroni and cheese recipe instead. It does involve a roux, but itโ€™s easyโ€“I promise!

    Or, if youโ€™d prefer to stick with this recipe, you can top everything off with extra cheese before popping it into the oven for a few minutes. Take it out when the cheese is melted and bubbly, and enjoy!

    Why is my mac and cheese grainy?


    This is likely to happen if you used pre-shredded cheese. Cheese that you buy already shredded contains anti-caking additives. These additives will keep it from melting smoothly.
    However, if the cheese gets too hot, this can also cause it to curdle and separate. Donโ€™t crank up the heat to make it melt faster! Remember: Low & slow is the way to go!

    How do you keep mac and cheese creamy?

    Using the right kind of cheese helps (specifically American cheese in this recipe) and preparing the mac and cheese entirely on the stovetop (as opposed to the stove and the oven) also ensures creamy results.

    For creamiest results, serve immediately after preparing. While you can save leftovers, the noodles absorb much of the cheese sauce as they sit, making the dish much less creamy.

    Homemade creamy mac and cheese, no flour and no roux required

    I love adding a sprinkle of bacon to this recipeโ€“it reminds me of my bacon macaroni and cheese!

    Enjoy!

    Letโ€™s bake together!ย Iโ€™ll be walking you through all the steps in my written recipe andย videoย below! If you try this recipe, be sure to tag me onย Instagram, and you can also find me onย YouTubeย andย Facebook

    red bowl filled with creamy easy mac and cheese

    Easy Mac & Cheese (Stovetop, no Flour Needed!)

    My easy macaroni and cheese recipe is so creamy and is made without flour or a roux! You can make it in just 15 minutes on the stove with a few easy steps.
    4.81 from 194 votes
    Print Pin Rate
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    Course: Dinner
    Cuisine: American
    Prep Time: 5 minutes minutes
    Cook Time: 10 minutes minutes
    Total Time: 15 minutes minutes
    Servings: 4 servings
    Calories: 491kcal
    Author: Sam Merritt

    Ingredients

    • 8 oz (227 g) dried macaroni about 2 cups
    • 1 cup (235 ml) whole milk
    • 2 Tablespoons (30 g) salted or unsalted butter
    • ยฝ teaspoon salt
    • ยผ โ€“ ยฝ teaspoon ground black pepper
    • ยผ teaspoon smoked paprika (optional)
    • ยผ teaspoon ground mustard (optional)
    • 1 cup (113 g) freshly shredded mild or medium cheddar cheese or Colby jack cheese see note
    • 4 slices (113 g) American Cheese see note

    Recommended Equipment

    • Medium-sized saucepan

    Instructions

    • Bring 3 cups of well-salted water to a boil in a medium-saucepan over high heat.
    • Once water comes to boil, add pasta, return to a boil, and cook 7 minutes, stirring occasionally.
      8 oz (227 g) dried macaroni
    • Strain pasta, discarding the water. Leave the pasta in the strainer and return the saucepan to your burner.
    • Combine milk, butter, salt, pepper and paprika and mustard in the saucepan over medium-low heat and stir frequently over low heat until butter is melted.
      1 cup (235 ml) whole milk, 2 Tablespoons (30 g) salted or unsalted butter, ยฝ teaspoon salt, ยผ โ€“ ยฝ teaspoon ground black pepper, ยผ teaspoon smoked paprika, ยผ teaspoon ground mustard
    • Return pasta to saucepan and stir well.
    • Add cheeses, allow to sit about 30 seconds until slightly melty and then stir until all noodles are coated. Don't turn up the heat or the cheese will not melt properly.
      1 cup (113 g) freshly shredded mild or medium cheddar cheese or Colby jack cheese, 4 slices (113 g) American Cheese
    • Mixture will seem soupy/thin at first, but turn off the heat and allow it to sit for 5 minutes (stir occasionally) and it will thicken and cling to the noodles.
    • Serve immediately.

    Notes

    Cheese

    Shred your own cheddar off the block, donโ€™t buy pre-shredded which is often tossed with a powder that will keep the cheese from melting properly and can leave you with mac & cheese that is both clumpy and runny.ย 
    I recommend a mild or medium cheddar, as sharp can sometimes feel a bit grainy. You may also substitute the cheddar with colby jack or a similar cheese.ย 
    If you donโ€™t have American cheese, you can substitute another cup (113g) of cheddar or jack cheese, but the macaroni will be less creamy.

    Storing

    This dish will be creamiest served warm soon after itโ€™s made. Leftovers reheat well, but the pasta absorbs much of the sauce so it wonโ€™t be as creamy the next day. Store leftovers in an airtight container in the fridge for up to 4 days.

    Nutrition

    Serving: 1serving | Calories: 491kcal | Carbohydrates: 47g | Protein: 20g | Fat: 25g | Saturated Fat: 15g | Trans Fat: 1g | Cholesterol: 72mg | Sodium: 897mg | Potassium: 270mg | Fiber: 2g | Sugar: 5g | Vitamin A: 818IU | Vitamin C: 1mg | Calcium: 507mg | Iron: 1mg

    Nutritional information is based on third-party calculations and should be considered an estimate only. Actual nutritional content will vary based upon brands used, measuring methods, cooking method, portion sizes, and more.

    Tried this recipe? Show me on Instagram!Mention @SugarSpun_Sam or tag #sugarspunrun!

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    Reader Interactions

    Comments

    1. Violet

      March 18, 2018 at 9:05 pm

      5 stars
      My kids love this recipe. Thanks

      Reply
    2. JC

      March 04, 2018 at 6:24 pm

      I look forward to making this with extra sharp cheddar and Pepper Jack!

      I saw an earlier comment challenged you to make a โ€œkitchen sinkโ€ cookie, but I prefer my โ€œcupboard cookiesโ€ where I mix 1-4 random ingredients from my cupboards into my cookies (I use pudding to keep them moist and amazing).

      Thanks for the recipe!

      Reply
      • Sam

        March 04, 2018 at 10:30 pm

        I hope you love it! Also, those โ€œcupboard cookiesโ€ sound amazing!! ๐Ÿ™‚

        Reply
    3. Jenifer Fagerholm

      October 26, 2017 at 3:16 pm

      5 stars
      Love it!!! Thank you! I donโ€™t like to use flour, so glad you posted this.

      Reply
      • Sam

        October 26, 2017 at 10:31 pm

        Iโ€™m so glad that you enjoyed the recipe!! Thank you for coming back and letting me know how you liked it!! ๐Ÿ™‚

        Reply
    4. Charlene

      July 31, 2017 at 1:22 am

      5 stars
      Just tried this tonight and it was really good. Very easy and cheesy. The sauce was super thick so I added a little extra milk and butter to it. I also added about 2 tbsp cream cheese. Lastly, I put it in a casserole dish and sprinkled some extra cheese and a topping of butter, Parmesan cheese, and breadcrumbs and put it in the oven at 425 for about 5 minutes or so. Came out great!

      Reply
    5. Danielle

      July 12, 2017 at 7:29 pm

      Can I make this using only American cheese?

      Reply
    6. Annie parry

      June 03, 2017 at 12:17 pm

      5 stars
      I made this for my boyfriend and his mates who i had never cooked for before. They all loved it, was so easy to make and scored me a good 8-9 out of 10! Thank you!

      Reply
      • Sam

        June 05, 2017 at 10:47 pm

        Iโ€™m so glad everyone enjoyed it! Thanks for coming back to let me know, Annie!! ๐Ÿ™‚

        Reply
    7. Kai

      April 08, 2017 at 10:18 pm

      5 stars
      This was amazing!! Tasted so wonderful, and such a better alternative to box mac and cheese because you can buy noodles in bulk for way cheaper. Thanks so much for sharing this recipe, Iโ€™ll definitely make this many more times.

      Reply
      • Sam

        April 08, 2017 at 11:32 pm

        Iโ€™m so glad you enjoyed the mac & cheese, Kai! Thank you for coming back and letting me know how it turned out for you! ๐Ÿ™‚

        Reply
    8. Allen Hoglan

      March 27, 2017 at 1:40 pm

      I love the George Stella recipe for cauliflower mock mac and cheeseโ€ฆ., using, in part, chopped ham, and sometimes also chopped grilled chicken. However, my wife hates cauliflower in any form and simply wonโ€™t try it. I think I like it because I always chop the florets so that they are as small as elbow macaroni. So I would like to make he some, using that same recipe, but using actual macaroni. My question is, how much dried elbow macaroni Your recipe looks awesome, by the way.do I need to use to be the same as using a pound, (or a large head) of cauliflower?

      Your mac and cheese recipe looks awesome, by the way. I think my favorite thing about the Stella Style recipe is the sauce.

      Reply
      • Sam

        March 30, 2017 at 8:59 am

        Hi Allen, Iโ€™m sorry but Im not familiar with the George Stella recipe so I wouldnโ€™t know how much macaroni to substitute. Iโ€™d guess probably exchanging weight for weight (1lb macaroni for 1 lb cauliflower) but I just am not familiar with the recipe youโ€™re talking about. Best of luck!

        Reply
    9. Petra

      March 14, 2017 at 1:17 pm

      5 stars
      Hi Sam, you saved my day! I am leaving out flour in many dishes but all macs called for a roux or evaporated milk (??). Anyway, this is a home run โ€“ I left out the processed cheese and added a spoon of cream cheese instead and it worked great. It literally is gone and my 5 year old is happy.

      Reply
      • Sam

        March 15, 2017 at 1:53 pm

        Iโ€™m so glad you both enjoyed it! It was always my favorite when I was a kid ๐Ÿ™‚

        Reply
    10. S

      February 20, 2017 at 7:01 pm

      5 stars
      This recipe is a big hit with my girls. They ask for it at least once a week.

      Reply
      • Sam

        February 21, 2017 at 8:46 am

        Iโ€™m so glad they like it! Thank you for commenting and letting me know! ๐Ÿ™‚

        Reply
        • Linda Day

          July 27, 2018 at 7:51 pm

          I use Velveeta cheese

    11. Keith @ How's it Lookin?

      November 08, 2016 at 9:57 pm

      I gotta try this. Mac n cheese is a classic, thanks a lot

      Reply
    12. Jen

      November 02, 2016 at 7:56 pm

      5 stars
      Very easy, my kids demolished this but the husband and I enjoyed it too!

      Reply
      • Sam

        November 02, 2016 at 8:11 pm

        Thatโ€™s awesome, Iโ€™m glad everyone enjoyed it! Thanks for commenting, Jen! ๐Ÿ™‚

        Reply
    13. Anna

      October 30, 2016 at 4:30 pm

      I noticed just now that you now include the converted measurements!
      That makes it so much easier for us Non-Americans ๐Ÿ™‚
      Thanks for taking the time!

      Reply
      • Sam

        October 30, 2016 at 9:39 pm

        Iโ€™m glad that it helps, Anna! ๐Ÿ™‚

        Reply
    14. Pat

      October 28, 2016 at 11:04 pm

      Tonight for the monthly movie, I picked up a 10 pack of kitchen sink cookies. Everyone went crazy over them. Your assignment if you choose to accept it Sam is to make a homemade perfect kitchen sink cookie recipe. It is a basic soft peanut butter cookie containing peanut butter chips, dark chocolate chunks, white chocolate chips, coconut and bits of salted pretzel. There is so much added that every bite is cookie batter just loaded with the items listed above.

      Reply
      • Sam

        October 28, 2016 at 11:13 pm

        OH. my. gosh. These cookies sound absolutely amazing, Pat! YES, I will be accepting this assignment (give me some time though, recipe development is a time consuming thing for me) but I absolutely canโ€™t wait to try this out. How do you even fit cookie batter in with all of the add-ins!? Are they giant cookies? If you tell me what the brand is Iโ€™ll try to create them to copycat the original. I canโ€™t wait to try it out!

        Reply
    15. Joanne

      October 28, 2016 at 1:20 pm

      I like how easy your recipe is, and plan to make this for my guys.

      Reply
      • Sam

        October 28, 2016 at 4:10 pm

        Thank you, Joanne! I Hope you and your family love it ๐Ÿ™‚

        Reply
        • Thomas Smith

          March 05, 2018 at 5:18 am

          5 stars
          OMG I thought I was one of the only people who donโ€™t make it with flour or roux. I am so happy to know that I am not crazy. I will definitely give your recipe a try. My fiancee is in love my Mac n cheese and wants to eat it all the time so letโ€™s see if I can perfect it.

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    The author (Sam) in blue shirt holding donut Hi, I'm Sam! I'm dedicated to bringing you sweet, simple, and from-scratch dessert recipes. My life may or may not be controlled by my sweet tooth. Send help (or chocolate). Read more about me.

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