Stovetop Mac and Cheese
This easy stovetop mac and cheese recipe has the perfect creamy cheese sauce to use over any pasta shape your family loves. Quick enough for a weeknight and a fun way to dress up a holiday shaped pasta for a festive family dinner any time of year.

Stovetop mac and cheese is such a staple in our family because it is one of the dinners my husband is most likely to cook.
Over the years though, we've noticed significant "shrink-flation" and tweaks to our favorite boxed pasta mix.
This homemade stovetop mac and cheese uses easy pantry ingredients you probably already have on hand and makes a much larger amount of pasta to fill up the family at dinner time.
If you're hosting kids for a family holiday or special occasion, consider buying a fun seasonal pasta shape and making this easy dinner for the kids! It's such a treat for them to know one dish is "just for them" during a holiday where most picky eaters struggle, like Thanksgiving.
Why This is the Best Recipe
- Quick and Easy: The cheese sauce will be ready before the pasta is even finished boiling making this just as quick as your fastest cooking noodle.
- Festive Family Dinner: You could use regular shells or elbows on a weeknight but if a holiday is coming, make a simple kid-friendly dish with fun and festive holiday shaped pastas.
- Smooth and Creamy: The cheese melts perfectly into the rich and creamy sauce. This is a great place to mix up the cheese for new flavors, too!
Ingredients

- Pasta: For a regular weeknight, you could use macaroni or small shells but if you want a more playful dinner for the kids, you can use a festive holiday shaped pasta, too.
- Velveeta Cheese: I always buy the package of Velveeta that has 5 smaller individually wrapped portions inside the box. You'll use just one of the portions for one batch of mac and cheese.
- Sharp Shredded Cheddar: Buying a brick of cheese and grating it ensures that your cheese melts even better but honestly I buy the pre-shredded cheese and it has always worked just fine in this particular recipe.
- Butter
- Milk
- Seasoned Salt
- Cayenne Pepper: My kids have NO idea that this is in the mix. It just adds a subtle boost of flavor, it does not make the pasta spicy. I highly recommend.
Want to Save This for Later?
One Pot or Two
If you want to save time and make this dinner as quickly as possible, use two pots: one to boil the pasta and another one to make the cheese sauce.
I used a second pot that was large enough to toss the strained pasta in the sauce, you could use a smaller saucepan and then pour the prepped cheese sauce into the empty pasta pot for tossing if you prefer.

Alternatively, if having less dishes to wash is important to you, you could strain the pasta into a colander and let it rest while you whisk together the cheese sauce in the empty pasta pot.
If you choose the one pot option, be sure to cook your pasta for about 30 seconds less than the lowest time listed on the package. This leaves room for the noodles to reheat in the hot cheese sauce and soften up a bit as they absorb the moisture.
How to Cook Holiday Pasta Shapes
I made this mac and cheese for an easy Halloween dinner for my kids using fun Halloween shaped pasta.
The trick to cooking elaborately shaped seasonal pasta is to boil it for the very lowest amount of time listed on the package.
My package called for cooking the noodles for 6 minutes, I set my timer for just 5 minutes and 30 seconds and then drained it.
NOTE: I always reserve 1 cup of the pasta cooking water just before I drain it. The starchy water helps to fix sauces. You may or may not need it but you can't get it back once you pour out the pot.

The pasta was definitely underdone and just a shade too firm but I planned to cook it very gently in the cheese sauce to soften up before serving.
The firm texture helps the fancy shape to remain intact and not utterly fall apart when you stir it in the sauce.
Make the Cheese Sauce
Melt the butter over medium-high heat. Add the milk, seasoned salt, pepper, and cayenne and whisk it together.
Cut the Velveeta into smaller cubes and add it to the milk. Whisk it together until it is almost fully melted.

Add the shredded cheddar and whisk it in. Continue to whisk gently until the cheese sauce is perfectly smooth and rich.
Fold In the Noodles
Transfer the cooked pasta to the cheese sauce and very gently fold it in.

If you undercooked your pasta (on purpose like I did), let it sit in the pot over low heat for a few minutes and just give it a gentle stir to prevent it from sticking to the bottom.
If the noodles start to absorb too much of the cheese sauce, you can add a drizzle of the reserved pasta cooking water to loosen it up.
Make Ahead Tips
Stovetop mac and cheese is always best the night you make it. As the leftovers rest in the fridge, the pasta will absorb the sauce and the pasta will soften up.
That said, you can absolutely reheat the leftovers in the microwave and they are still quite tasty. The dish will keep in the fridge for up to 4 days.
If the pasta has absorbed too much of the sauce, you can add just a teaspoon or so of milk to help moisten up the dish as it reheats.
Variations
- Change the Cheese: You could try substituting White Cheddar, Monterey, Colby, Parmesan cheese for the cheddar.
- Add Protein: Stir in some shredded rotisserie chicken, browned chicken sausages, or diced ham.
- Add Veggies: Add frozen peas to the boiling pasta water for the last 30 seconds of cooking. Drain them with the pasta. You could also pair the dish with steamed or roasted broccoli.
- Add Spice: For a more spicy kick, add more cayenne or a few dashes of hot sauce.
Serving Suggestions

I love to serve stovetop mac and cheese for a warm lunch on the weekend but when I serve it for dinner, I like to pair it with a simple veggie, raw veggie platter with dill dip, or garden salad on the side.
In the wintertime, you could pair it with bowls of tomato bisque soup instead of grilled cheese.
If you prefer an all-in-one dinner, stir in some cooked shredded chicken and add frozen peas or broccoli!
More Easy Pasta Recipes
Looking for more kid-friendly dinner ideas? Here are some of my favorite easy pasta dishes:
📖 Recipe

Stovetop Mac and Cheese
Ingredients
- 1 pound pasta elbows, small shells, ditalini, or any fun holiday-shaped noodle
- 2 tablespoons butter
- 1 cup milk
- 1/2 teaspoon seasoned salt
- 1/4 teaspoon cayenne pepper optional
- 1/4 teaspoon black pepper
- 4 ounces Velveeta cheese cut into small diced pieces
- 1 cup shredded sharp cheddar cheese see notes
Instructions Start Cooking
- Bring a large pot of salted water to boil. Cook the pasta according to the lowest time listed on the package directions. Reserve 1 cup of the cooking water just before draining. Set the pasta aside.
- While the pasta cooks, melt the butter in a large saucepan. Add the milk and season it with the seasoned salt, cayenne pepper, and black pepper. Continue to stir and cook until the milk is steaming hot.
- Add the cubed Velveeta and stir. Once it has melted into the milk, add the shredded cheddar and whisk it in until melted.
- Transfer the cheese sauce to the now-empty pasta pot. Add the pasta to the sauce and gently stir to coat. Some pasta shapes will absorb more liquid than others, so if the cheese sauce is a little too thick, you can use a splash of the reserved cooking water to thin it out as desired.
Recipe Notes
Easy Cheese Variations:
Want to play with the basic cheese sauce for fun, new flavors? You could substitute these for the shredded cheddar:- White Cheddar
- Monterey Jack
- Colby
- Parmesan
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