Stovetop Macaroni and Cheese

mac lead Avert your eyes if you must…I’m busting out the Velveeta for a second or two. I’ve made a lot of macaroni and cheese in my day. I love macaroni and cheese. Obviously, my kids are fans. I have been known to break down and buy the box now and again, too, since it constitutes “memory food” for me. By that I mean that it was survival food in college and law school. Plus, let’s face it, much like Toll House Cookies, it was one of the first things that ever caused me to turn on a stove-top, and look where I am now.

On that note, and I’m a little frightened that I know this, but in a pinch you can substitute beer for milk in boxed mac and cheese. I recommend, from distant memory, also drinking more beer while you eat that.

Mac n Cheese ingredientsBack to the modern incarnation of me. I have made many wonderful baked macaroni and cheese recipes with crushed salty potato chips on top, or crunchy bread crumbs and bacon on top, and they are fantastic. But this is stove-top macaroni and cheese, for the kids and grown-ups out there who like it simple, but want it to be gooey and good. Here, the Velveeta is one of three cheeses and it lends that other-worldy, satiny texture which is bolstered in flavor with sharp cheddar and parmesan.  You will be stuffed silly after you eat this. But you will be smiling. This recipe can feed a small army. But it isn’t one to have sitting around. The minute you put the elbow macaroni into the boiling water, start melting the butter for the cheese sauce. If you have your ingredients handy, this mac and cheese can be pulled off in about 15 minutes from the time the water starts boiling. And you will want to serve it immediately.

I am the middle space…the gray area. I love kale salad but I’m not scared to pull out the Velveeta when the spirit moves me. And for queso, and for certain macaroni and cheese dishes, I like it. I like it a lot.

Mac n Cheese Melt

Stovetop Macaroni and Cheese
Recipe type: Side
Prep time:
Cook time:
Total time:
Serves: 6
This is gooey greatness. You are going to love it. Try adding in diced ham some time, too.
  • 16 ounces elbow macaroni
  • 4 tablespoons unsalted butter
  • ½ cup flour
  • 3½ cups milk
  • 8 ounces Velveeta, cubed
  • 2 cups shredded sharp cheddar cheese
  • ⅓ cup shredded parmesan cheese
  • ½ teaspoon salt
  • 1 teaspoon pepper
  1. Bring a pot of water to a brisk boil. Add the macaroni and cook according to package directions, or approximately 6 minutes.
  2. Meanwhile, in a large saucepan, melt the butter. Add the flour and vigorously stir the flour into the butter with a whisk. Slowly add the milk and continuously whisk to work out any lumps as you pour. Allow the milk and flour mixture to cook for approximately 3 minutes or until nicely thickened. Remove the cream sauce from the heat and add all of the cheeses. Stir slowly. Allow the cheeses to melt and become fully incorporated into the sauce.
  3. Drain the macaroni and add it to the cheese sauce. Stir to fully coat the macaroni with the cheese sauce. Season with salt and pepper. Taste, and adjust the amount of salt and pepper as needed. Serve immediately.

mac n cheese mixingNOTE: I owe this one to my great friend Courtney Mertens. She and I made this for our kids over Christmas break and have tinkered with it in our own homes ever since. She and I cook together, long distance, often and she is a huge help with many of my recipes and always has great ideas…like this one.

mac n cheese final[Left: Ford, Right: Lily]


  1. Kimberly Puricelli says

    YUM!! I am making this one night this week!! Perfect comfort food for a cold winter night. Thank you :)

  2. Kimi Cole says

    I’m making this tomorrow night when my husband returns from a long business trip and is welcomed by our freezing temperatures! Beside the fact that I know he’ll find it a comforting part of our meal, my pregnant body starting craving (almost uncontrollable) this as soon as I saw the recipe. I could have eaten the photo alone! You’re the best…

    Thanks for this!

  3. Kelly says

    PREGNANT!! See, this is the stuff I miss not being on Facebook anymore. Congratulations, Kimi! I am so very happy for you. I hope the mac and cheese hits the spot.

  4. Kimi Cole says

    Kelly, thank you! We are thrilled with our sweet news AND we are thrilled with this new recipe! It was amazing. Bad news – this should be listed a highly addictive substance. It’s all I thought about today while at the office. Perhaps I should give the rest away. I did make a huge amount and I have zero willpower ; ).

    Hope you’re well!



  5. Sherry says

    So good! But it was a lot… Next time I make it, I’m gonna have to halve the recipe because it took me a week to finish it off. I also added broccoli to it, doubled the amount of black pepper, added onion powder, garlic powder and some dry mustard to take it up a couple of notches. Also, next time, I think I’m also going to add some chopped bacon and some more cheese. It was gooey, but it wasn’t the cheesy punch in the face as I had been hoping for. But it’s a good base recipe.

  6. Kelly says

    I seriously adore anyone who uses the phrase “cheesy punch in the face” and I appreciate the ideas. Thanks for the comment and the good modification ideas.

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