This is my famous rich and cheesy Creamy Stovetop Mac and Cheese. It’s the the ultimate comfort food, made in 30 minutes, that everyone you know will love. It’s the ideal main course or side dish to warm you up and get on the table even on the busiest of nights.

Is there anything better than rich and creamy mac and cheese? Not according to my friends and family! This stovetop mac and cheese with shells is ultra rich and cheesy, and beyond simple to make. It’s a delicious homemade recipe that’s way better than the box or any store-bought version, and it comes together just as fast, so it’s perfect for busy nights or when you need a crowd-pleasing dish with minimal prep.
I’ve been perfecting this recipe for over 10 years and have tried every combination of ingredients to get that creamy style of mac and cheese that was still just as creamy the next day. My grandmother and I worked on perfecting this recipe together. She passed away 3 years ago and here we are many years later… I think I nailed it and I know she’s with me in the kitchen when I make this!
This mac and cheese with shells is satisfying and stress-free to make, so it’s the ideal side or main to serve for holidays, potlucks, or a simply family dinner. Try some of our other favorite cheesy dishes too, like our Baked Rigatoni, this easy and delicious Crock Pot Lasagna, and our flavor-packed One-Pot Tomato Pasta.
Why You’ll Love This Recipe
- Incredibly Creamy and Cheesy: A rich, velvety sauce made with sharp cheddar, gouda, and sour cream makes this mac and cheese indulgent and so cheesy. It’s everything you want in this comfort food classic.
- 6 Simple Ingredients: Less is more sometimes, like in this recipe. Just a few, good quality, familiar ingredients lead to big flavor here.
- All ages love this Dish: This version of mac and cheese is loved by kids and adults alike. It’s a surefire crowd favorite for any occasion.
- A Great Main or Side Dish: Hearty enough to be the main event and versatile enough to be a side, this mac and cheese fits into any meal.

Ingredients
- Noodles: Any cooked pasta shape works, but we love shells for their classic look. Plus, they hold the rich cheese sauce perfectly. Just be sure to cook the noodles al dente.
- Milk: Whole milk works best.
- Sour Cream: For a little tang and richness.
- Cheddar and Gouda Cheese: The stars of the show, sharp cheddar and nutty gouda melt perfectly into a rich cheese sauce.
- Cheddar Soup: Find this in the canned soup aisle. This is the base for the luxurious, velvety cheese sauce. No complicated roux or béchamel needed here!
- Butter: Essential for a delicious mac and cheese.
- Salt & Pepper: Don’t be afraid to season generously, this mac can handle it.
How To Make Stovetop Mac and Cheese
Stovetop Method:
1. Cook your noodles: In a Dutch oven, cook your shell noodles until al dente. Drain the pasta and return it to the pot.

2. Add all ingredients: Pour in the milk, sour cream, cheddar cheese, Gouda, cheddar soup, butter, and season with salt and pepper.

3. Stir and cook: Stir everything together, then cook on low heat for 25–30 minutes, stirring occasionally. As the cheese melts, the sauce becomes thick, rich, and silky.

4. Serve warm: Once the cheese is fully melted and the sauce is creamy, it’s ready to enjoy.

To make it even easier, I’ve also made this shell mac and cheese for several occasions in the slow cooker.
Crock Pot Method: This version is great if you’re serving mac and cheese for the holidays or a special occasion, and really need to “set it and forget it”
- Add all ingredients to a crockpot (make sure your noodles are already cooked).
- Cook on low for 2 hours.
- Give it a good stir and serve immediately.
Expert Tips
- Shred Your Own Cheese: It might take a few extra minutes, but freshly shredded cheese is the key to the smoothest, creamiest sauce. The pre-shredded stuff has a coating that prevents it from melting well, resulting in a slightly grainy texture.
- Avoid Overcooking Pasta: Be sure to cook the pasta al dente, or just shy of. It will continue cooking once it’s added to the cheese sauce, so if you overcook it from the start, it’ll end up mushy.
- Warm Milk: Gently warm the milk before adding to the cheese sauce for a smooth consistency. If you add it cold, straight from the fridge, it could create lumps in the sauce.
- Use Low Heat: Keep the heat on your stovetop low when melting the cheese and making the cheese sauce. This will help the cheese to gradually melt nicely and not scorch, burn or seize up.
- Adjust the Sauce Consistency: If the sauce is too thick, thin it out by adding a tablespoon of milk at a time, stirring in between.
- Make your own Condensed Cheddar Cheese Soup: Here is my easy recipe below:
- 3 tbsp unsalted butter
3 tbsp flour
1 C of milk
1/2 C shredded cheddar cheese.
Start by melting your butter first. Mix in the flour and mix until incorpated. Slowly add in the milk and then the cheddar cheese and let thicken. You know have condensed cheddar cheese soup!
- 3 tbsp unsalted butter
Variations
- Add Meat or Protein: Add extra flavor and protein with cooked bacon or pancetta. Diced ham or crumbled sausage would be tasty, too.
- Mix In Veggies: Up the health factor with any veggies you might have in the fridge. Roasted broccoli or peas would be colorful and delicious.
- Add a Crunchy Topping: Top this mac with breadcrumbs, crumbled butter crackers or even potato chips before baking for an extra indulgent and crispy finish.
What To Serve With Shells and Cheese
This mac and cheese is delicious on its own, but if you want to bulk it up and turn it into more of a meal, serve it alongside of a simple vegetable or fresh salad, or one of our favorites here:
- Fried Chicken Wings
- Savory Meatloaf
- Crock Pot Ham with Honey Dijon Glaze
- Crispy Baked Chicken Tenders

Storage
This mac and cheese is best served immediately after cooking, but if you have any leftovers, store them in an airtight container in the fridge for up to 4 days. The sooner it’s eaten, the fresher it’ll taste, but this mac and cheese does reheat easily.
When you’re ready to enjoy and serve again, gently reheat the mac and cheese over medium-low heat on the stove with a splash or two of milk to loosen. Stir frequently to avoid the bottom sticking. You can also microwave leftovers in 30 second intervals, stirring in between.
We don’t recommend freezing this recipe, as the texture of the cheese can become grainy and the noodles can turn mushy.
FAQs
Sharp cheddar works great, or use a blend of good melting cheeses for extra depth. Colby Jack, Cheddar Jack, Gouda, and Mozzarella are all have nice flavor and are great melty cheeses.
Be sure there is plenty of cheese sauce to fully coat all of the pasta. If you need to loosen it up a bit, add a splash of milk. And when it comes time to reheat leftovers, gently warm it with a splash of milk so it doesn’t dry out.
Yes! Simply transfer the cooked mac and cheese to a baking dish, top with breadcrumbs, and bake at 375ºF until bubbly and golden brown on top.
Grainy cheese sauce happens for a variety of reasons. If the heat is too high when melting the cheeses into the sauce, it can break and won’t be super smooth – you want to cook it over low heat and gradually melt the cheese. Pre-shredded can cause a grainy texture too, as it’s often coated in anti-caking agents that prevents it from melting smoothly. Freshly grate your own to ensure the smoothest sauce.
More Easy Comfort Food Classics
- Crock Pot Loaded Mashed Potatoes
- Creamy Chicken and Rice
- The Perfect Short Ribs
- Slow Cooker Pizza Casserole

Creamy Stovetop Mac and Cheese
Ingredients
Method
- Cook your noodles in a Dutch oven pot till al dente and drain the pasta. Add in all the ingredients to the pot and give a good stir.
- Cook on low for 25-30 minutes until all the cheese is melted and stirring occasionally.
- Crockpot version: place all ingredients in a crockpot and cook on low for 2 hours. Give a good stir and serve immediately. ** make sure your noodles are cooked first!
Notes
It is so easy to make your own condensed cheddar cheese soup! 3 tbsp unsalted butter 3 tbsp flour 1 C of milk 1/2 C shredded cheddar cheese. Start by melting your butter first. Mix in the flour and mix until incorporated. Slowly add in the milk and then the cheddar cheese and let thicken. You know have condensed cheddar cheese soup!