Skillet Macaroni and Cheese

For years, I have struggled with homemade mac and cheese. It just doesn’t work when I make it. It turns out grainy and clumpy and just plain gross. Creamy is definitely more my style. I’ve always thought my failures were because I was using “real” cheese instead of processed Velveeta. Until I tried this recipe, that is. This skillet mac and cheese fits the creamy bill perfectly. Creamy, flavorful and pretty healthy as far as mac and cheese goes – no heavy cream, just a perfectly working combination of evaporated milk, cornstarch and “real” cheese. Oh, and talk about easy – completely made in ONE skillet and definitely done in 20 minutes, start to finish. I often use the ham and pea variation (below the recipe) to make it more of a complete meal for my family. The only word of warning is to eat it while it is warm – cold mac and cheese is pretty grody, if you ask me.

Skillet Macaroni and Cheese

My oldest son, Jackson, has declared cooking his favorite hobby (love that boy and his buzzcut!) and made this nearly start to finish with a few helps with the hot stovetop. He was so proud! Upon which I declared he will be making this mac and cheese at least weekly for dinner while I sit eating bonbons on the couch. We love this one!

What To ServeCheesy Basil Stuffed Chicken Breasts or Crispy Oven Baked Chicken
Steamed vegetable (or this Cheesy Cauliflower Bake if you want to continue the cheese theme)
Fresh fruit

Skillet Creamy Macaroni and Cheese

Skillet Creamy Macaroni and Cheese


  • 3 1/2 cups water, plus extra if needed
  • 1 (12-ounce) can evaporated milk
  • 12 ounces (about 3 cups) elbow macaroni
  • 1/2 teaspoon salt
  • 1 teaspoon cornstarch
  • 1/2 teaspoon dry mustard
  • 1/4 teaspoon hot sauce
  • 6 ounces cheddar cheese, shredded (1 1/2 cups)
  • 6 ounces Monterey Jack cheese, shredded (1 1/2 cups)
  • 2 tablespoons butter, cut into small chunks
  • Ground black pepper to taste


  1. Bring 3 1/2 cups water, 1 cup of the evaporated milk, the macaroni, and 1/2 teaspoon salt to a simmer in a 12-inch nonstick skillet over high heat. Cook at a vigorous simmer, stirring often, until the macaroni is tender and the liquid has thickened, 9 to 12 minutes.
  2. Whisk the remaining 1/2 cup evaporated milk, the cornstarch, mustard and hot sauce together in a small bowl, then stir into the skillet. Continue to simmer slightly thickened, about 1 minute.
  3. Off the heat, stir in the cheddar and Monterey Jack, one handful at a time, adding water as needed to adjust the consistency of the sauce (I didn’t need any additional water when I made it). Stir in the butter and season with salt and pepper to taste. Serve immediately.


Ham and Pea Variation: Follow the recipe, adding 4 ounces deli-style baked ham, diced medium, and 1/2 cup frozen peas to the skillet with the cornstarch mixture in step 2.

Recipe Source: adapted from The Best Skillet Recipes

172 Responses to Skillet Creamy Macaroni and Cheese

  1. […] found the original recipe on this blog, and then adapted it to fit what my family would […]

  2. Susan says:

    Wonderful! Even converted my 9 year old who thinks Kraft Mac and Cheese is the best. This was loved by all! I did need to add extra water to adjust the thickness but I used a 16 oz box of elbows vs a 12 oz and kept the remaining ingredients all the same. Will definitely make this one again. Thank you!

  3. Paige says:

    We just had this with dinner tonight and it was AMAZING!!! I was craving creamy mac’n’cheese and this totally hit the spot! I was a bit skeptical about cooking the macaroni in the milk, but it worked so wonderfully and I definitely did not miss having to make a rue! I also messed up a bit at the beginning of the recipe and accidentally poured the whole can of evaporated milk in with the water. Luckily I caught it quickly and scooped out 1/2 cup of the mixture before it started cooking. (And it still worked out just great!). Thank you so much for this recipe, I’ll never make another kind again!

  4. SuzieQ says:

    Loved this! Not only did it taste awesome, but it was super easy to make. Thanks for sharing 🙂

  5. heather bell says:

    Success!! All 4 of my kids (3 picky) ate and called me the best cooker ever. Then my son asked if he could have the rest for dinner tomorrow. =)

  6. Kirstin says:

    Am I the only one struggling with the ounces to cups conversions in the recipe? There are 8 ounces in a cup.
    3 cups of noodles is 24 ounces. Not 12.
    1 1/2 cups of cheese is 12 ounces, not 6.
    So which is it?

    • Mel says:

      Kirstin – the ounce measurements in this recipe are for the weight, that’s why you may be confused. A cup is 8 ounces in size but different ingredients measured in a cup will weigh differently. So the 12 ounces of noodles is the weight of the noodles not how much it would be in cup measures. If you don’t have a kitchen scale, go by the weight on the package of noodles and cheese.

  7. Amy says:

    This recipe was fantastic!!!!!!!!!!!!!!! Thank you for sharing. 😉

  8. Stacy W. says:

    So good and so easy. My oldest had seconds and even warmed up the leftovers later in the day.

  9. Rebecca says:

    This is so good! It was my first shot at a homemade Mac & cheese. I used all cheddar (1/2 mild and 1/2 sharp), and white fiber mini shells, because that’s what I had. It’s great. My toddler is stuffing his face as I write, so what more could I hope for?! I will try the baked Mac and cheese next time!

  10. Amy says:

    Found this on Pinterest and just made it for lunch. FINALLY a Mac&Cheese that both the kids AND I can enjoy. Bonus: came together easily and quickly. Double Bonus: didn’t make a mess of my kitchen! No more boxed orange powder!

  11. Busy mommy says:

    We had this tonight for dinner and the kids LOVED it!!! Thanks for having a website with recipes that are realistic for a mom on the go. My hubby thanks you as well:)

  12. Army of 7 says:

    I just finished cooking this for Bible study tonight, and gave my kids a taste and they asked if we could stay home so we don’t have to share! 🙂 This is so amazingly delicious. I thought it was going to be too runny but it thickened perfectly. I used 1 teaspoon Texas Pete hot sauce and added one large sliced grilled chicken breast.

  13. Jess says:

    Delicious! First homemade mac and cheese I’ve ever done and it was so easy! I can’t believe it, followed recipe exactly, not too hot, tastes great, boyfriend said I should make it on a regular basis!

  14. Shannon says:

    This morning was the WORST, so I knew today was the day to indulge myself with your creamy skillet mac and cheese for the first time.

    25 minutes later, I am eating straight out of the skillet and feeling a million percent better!

    Yes, macaroni and cheese is health food – mental health, that is 🙂

  15. Pam says:

    EXCELLENT!! And I have several “go to” recipes for homemade Mac & Cheese – this may be the winner. Of course, I used very good cheddar – Beecher’s White Cheddar and Tillamook Pepper Jack. For the hot sauce I used Frank’s Red Hot – just the 1/4 tsp gave just the right amount of heat. Thank you for posting such a “keeper” recipe.

  16. amy m says:

    Made this today after seeing your FB post and had to try this odd little recipe. LOVED it! I can safely say that I will not make Mac & Cheese any other way again. It only took ONE pan. AMAZING! The only thing I would do different is to add the full lb of pasta as storing the remaining 3oz from a 16oz box is a hassle. Thanks Mel!

  17. Robin says:

    Just made this tonight. It is so creamy. This is the 4th recipe i have tried. They have all been great. Thanks

  18. Lien4424 says:

    I made this again for the 100th time tonight! I had great success using 2% milk! It was just as creamy and smooth as before. I also used more like 18 ounces of noodles, and I still think it needs more noodle! I think I’ll do 1.5lbs next time. I love this recipe!

  19. amerethan says:

    DELICIOUS!!! my sister made this for dinner and it was amazing.It was the most delicious mac’n’cheese i have ever and my brother ate it like there is no tommorow.

  20. kris says:

    I also have a young son that loves to cook. I saw this on pinterest and I’m going to pin and use it as a recipe for my son. He prefers minimal help and this would be perfect. Or for me when I feel cruddy (fibromyalgia) and want a simple meal on the table fast.

  21. Vanessa says:

    I have to say, this food blog has been a God send (and perhaps a marriage saver!) I had the good fortune to marry a very wonderful man, but one with a VERY. PICKY. PALETTE. We’ve been married a little over four years and I have been sure several times in those years that food was going to end us in divorce court! He’s my meat-and-potato man through and through, while I prefer more exotic and unique dishes. Your website has something for both of us…and this cheesy skillet mac and cheese…PERFECTION! He seriously ate half a skilletful and said it was BETTER than Kraft from the box (and this from a man who wouldn’t TOUCH any other kind of mac ‘n cheese….till now!) Thank you Mel for this super easy, super tasty winner! Thanks to this recipe and several others from your site (we loved the Tuscan Sausage and White Bean soup as well) there is FOOD PEACE at our dinner table!

  22. Teacher says:

    This looks yummy! Have you ever halved the recipe? My junior high students love mac and cheese and I want to have them make a smaller version for a dairy foods lab 🙂

  23. Natasha says:

    Ooooh la la, this was fantastic and so simple compared to my baked Mac n cheese recipe. Another awesome recipe! Thank you!

  24. CC says:

    Mel, I just want to let you know we love you in this house. I have made a few of your dishes, and they are always fabulous. I really rely on this website to get ideas on how to feed my family!! Thanks so much!!

    Your mac and cheese is going on this week’s meal plan.

  25. Sharon says:

    I use rice noodles since I’m allergic to wheat. Rice noodles produce A LOT of starch when cooking, so cooking them with other ingredients can sometimes make the recipe taste starchy. I’d love to try this creamy Mac & Cheese, since my homemade version always turns out clumpy. Any idea how much total liquid I’d need if I didn’t cook the noodles with the sauce? Do you think it would still turn out creamy?

    • Mel says:

      Sharon – I’ve only ever used rice noodles in Asian-type dishes. I agree that rice noodles have a tendency to get gummy. You will have to experiment with this but I have a feeling that it might clump a bit. Sorry I don’t have more advice!

  26. Amy G says:

    I don’t have a 12″ skillet but I’m thinking this would turn out if cooked in a pot rather than a skillet, is that right?

  27. Gina says:

    Hi Mel! New to your site and LOVING IT! I am making this and your roasted garlic potatoes for Father’s Day this Sunday and I was wondering if this dish can be made ahead then reheated or no? I will be making the potatoes in advance and keeping them warm in the crockpot but not sure if I can get away with reheating or using a crockpot for this recipe. Thanks so much have a fantastic week! Gina

    • Mel says:

      Gina – Unfortunately this recipe tastes much better served right after it has finished cooking – I have found the leftovers don’t reheat quite as well. If you want to try it, you could add a bit more milk when reheating and that may help the consistency not turn kind of lumpy.

      • Gina says:

        Thanks for the quick response Mel much appreciated! I think I will make this on location then:) thanks again, Gina

        • Kim S. says:

          I have found that omitting the butter when making ahead to refrigerate or freeze makes it reheat much better and less grainy. While reheating, instead of adding milk to thin out, I add the butter at that point. I discovered this by accident when I inadvertently forgot the butter while making it. Thanks, Mel, for a great recipe! This is much faster and easier and less dishes dirtied than your other macaroni and cheese recipe, which I used to make. Which is your favorite?

        • Mel says:

          Kim S. – I prefer this one over the other but just slightly. It’s hard to choose with mac and cheese!

  28. Every time I make this I have to stop myself from over eating.. it’s so good it’s hard to stop!! I have overdone it a few times and don’t feel so well after.. haha. SOOOOO good.

  29. Tisa says:

    I don’t usually respond to recipes on blogs but I just had to chime in tonight. Great recipe. Had to use Monterrey Jack and Mozzarella because I didn’t have enough Jack but still turned out great! Thanks for a great Mac n Cheese recipe!

  30. Sarah says:

    So I absolutely love all your recipes! Thank you sooo much:) I have attempted to make this a few times and it always comes out kind of floppy and the noodles get mushed. It tastes great but What am I doing wrong? And how can I get it creamy?

    • Mel says:

      Sarah – Hmmm, not really sure…maybe try cutting the cooking time back especially if the noodles are getting mushy. Are you using preshredded cheese or grating your own? (it will be less creamy if using preshredded cheese).

  31. Sarah says:

    I made this again tonight and it came out PERFECT!!!! I did not cook the noodles so long ( I think I would get busy getting other things together and just ended up cooking the noodles too long) As far as preshredded cheese you have already changed my thinking on that many recipes ago. Now all I use is the block cheese:)

  32. cyndi says:

    okay, first of all i must say that this recipe has my mind completely blown…mac and cheese is one of my go-to comfort foods and i’ve made many recipes over the years…i absolutely adore a good baked macaroni and cheese…BUT when my friend told me she had made this recipe and it tasted like Kraft White Cheddar mac and cheese (my fave back in the day, before i wised up to processed foods and their evil ways) i knew i must make it and SOON…well, i made it…oh My GOODNESS…i used small elbows and it looked and tasted exactly like the blue box from the good ole days…the next day, in the name of science, i reheated the entire pan on the stove, adding water as needed…it reheated beautifully…it was perfect.

    so here’s my question for you, Mel…do you think this would keep well on warm in a slow cooker for a pot luck?? i don’t have much experience with a slow cooker…thanks soooooo much for you hard work and dedicaton to this blog…i have tried many of your recipes and they’ve all been exceptional!!

    • Mel says:

      I’m glad you loved this recipe, Cyndi! Your question is a good one. Although I haven’t tried it, I think it stands a fare chance of working to stay warm in a slow cooker as long as the slow cooker isn’t actually cooking it – I can see it curdling and drying out. If your slow cooker has a “warm” function (some do, mine doesn’t but my mom’s does and it seems to just heat gently), that may be the trick. Good luck!

      • cyndi says:

        just to follow up in case anyone else is curious…this didn’t fare well on warm in the slow cooker…folks seemed to love it, but i knew how it was SUPPOSED to be…it lost all of its luxurious creaminess over the 2 hours that it was kept on the warm setting in the slow cooker…just a little fyi……..however, i have very successfully reheated from refrigerator cold on the stovetop over low heat adding water as needed =)

  33. Mariel says:

    This is hands down the best mac n cheese recipe I have tried. My girls absolutely loved it!!!!

  34. Kayla says:

    Hi Mel! I, too, loved this and I am so glad I found your amazing website with all these great recipes! This macaroni and cheese recipe is delicious, and I feel like I can finally stop searching for the perfect mac and cheese recipe now. I live in Wisconsin, and we have these restaurant chains called Noodles… they have mac and cheese just like this and it’s so good, but it’s expensive, so I hardly ever get to treat myself to it. Well that isn’t a problem anymore because now I can get a huge pan of it for a much more affordable price! Thanks so much. Your website is the best recipe website I’ve ever found!

  35. Deb says:

    Made this tonight and it was AMAZING! I was skeptical because, like you, my homemade mac and cheese is always grainy and this recipe didn’t have any significantly different ingredients. But, was so SO creamy and smooth. Thanks Mel, my kids love you forever 🙂

  36. Lori says:

    Hi Mel! Have you tried subbing the evaporated milk with regular milk (or anything else)? I tried skimming the comments, but did not see that substitution made by anyone.

    Thank you! I hope you and your family have a wonderful Thanksgiving!

  37. Jamie says:

    I followed the recipe, but wonder if it would taste the same if I used 3 total cups milk and 1.5 cups less water. I didn’t have any Jack cheese, so I used two kinds of cheddar and some shredded Parmesan.

    I saved this recipe quite some time ago, and tried it for the first time tonight. It’s a keeper! Great recipe for someone who is just learning to cook. I think next time I’ll double the amount of dry mustard and try it with 3 cups of milk instead of using a can of evaporated milk.

    Thank you, Mel! You haven’t let me down, yet!

  38. Jamie says:

    I see now that Mel thinks there might be an issue with curdling if regular refrigerated cow’s milk is used. With this cooking method, I doubt that would be an issue.

    My macaroni was in 7 ounce bags from the Mexican food section of my grocery store. With 14 total ounces of noodles, the only thing I did differently was add 1/2 cup extra water in the beginning.

  39. Karen says:

    The creamiest and tastiest mac and cheese recipe out there. I will NEVER make any other type again. Thanks Mel!

  40. Heather says:

    I’ve made this a good couple of times now. it’s perfect. This time I replaced half the butter with truffle oil and just literally threw in all the odds and ends of cheese in my kitchen.

  41. Jodee says:

    How did it take me this long to try this recipe?? I guess after so many failed attempts at home made mac and cheese I was a little hesitant but this recipe is perfection!! Thank you!! Instead of dry mustard I added smoked paprika and then threw in some ground sausage I needed to use up. So yummy! Thank you again for bringing home made mac and cheese back into my life!!

  42. Jodee says:

    Oh! And I forgot to mention I used whole wheat elbow noodles (Walmart brand) and they cooked up beautifully!

  43. Victoria says:

    Hi, we were guests at a dinner party and host made this delicious dish. I am cooking it tonight for a birthday dinner. Total, how long does it take? Thanks and sorry if it’s already in the comments.

  44. Melissa says:

    Made this tonight and was really skeptical that it would be good. I thought the noodles might turn out too mushy (I am a BIG fan of al dente cooked pastas). Anyways, this recipe was hands down one of the BEST mac and cheeses I’ve ever made. It was delicious, so creamy, and the noodles were just right. I easily halved the recipe and me, my husband, and our 1.5 year old all devoured it.

  45. Lindsay says:

    Sorry if this question has been asked before…..can you you use the small preshredded chesse mixtures? I’ve heard the pre-shredded stuff doesn’t melt as well.

    • Mel says:

      I highly recommend grating your own cheese since you are right, the pre-shredded cheese is coated with a powdery substance to prevent clumping and it doesn’t melt as well.

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