This Stovetop Macaroni & Cheese is creamy and delicious – and easy to make on the stovetop. Tender cooked pasta smothered in a five-cheese sauce with tons of delicious flavor.

The Best Mac and Cheese Ever!
At the request of all of our friends and family, we are (finally) sharing this amazing Stovetop Macaroni and Cheese recipe here on A Family Feast.
Ever since our daughter was young, macaroni and cheese has been one of her favorite meals. So, it only made sense that when she grew-up and graduated from high school, we hosted a graduation party at our house – and of course, macaroni and cheese was on the menu. That graduation party was a year ago and we’ve gotten countless requests for this recipe ever since!
More recently, we hosted a party for some new neighbors over Memorial Day weekend – and we ran out of this mac and cheese! Once again, we’ve been asked to share the recipe.

What is the best kind of cheese to use?
We think that the best macaroni and cheese recipes have a mix of cheeses – including varieties of cheeses that melt easily so your mac and cheese is super creamy, while other cheeses add great flavor.
Our Stovetop Macaroni and Cheese is made with a mix of five cheeses! The “melty” cheeses include American cheese, Fontina, and brie. The “flavorful” cheeses added are sharp cheddar cheese and Boursin (garlic and herb flavor).
This Stovetop Macaroni and Cheese is also lightly seasoned with ground white pepper, dry mustard, a touch of fresh nutmeg and a touch of cayenne pepper – all of which help to balance the rich cheesiness of this favorite meal. Don’t worry – even the picky eaters won’t know all of those seasonings are in their beloved mac and cheese dinner…they will just know that it tastes good!
We include a buttery seasoned crumb topping in the recipe – but suggest serving it on the side. If you know, you know…sometimes picky eaters don’t want bread crumbs on top of their mac and cheese, so making it is totally optional.

Key Ingredients & Substitutions
- To Make the Optional Crumb Topping – Ritz crackers, cheddar cheese, butter.
- Cheese – American, Cheddar, Boursin, Brie, and Fontina.
- Egg Yolks
- Sour Cream
- Whole Milk
- Butter
- Heavy Cream
- All-Purpose Flour
- Worcestershire Sauce
- Seasonings – Kosher salt, ground white pepper, dry mustard powder (we highly recommend Colman’s), cayenne pepper, and ground nutmeg.
- Pasta – Elbows or Cellentani (as shown)

Cooking Tips & Tricks
- You can vary the blend of cheeses in this recipe, just as long as you use a little over two pounds of cheese in total for the amount of pasta in this recipe, and you include a mix of easy-to-melt cheeses and flavorful cheeses.
- If your cheese sauce seems extra thick, feel free to add more milk to loosen the sauce.
- If you plan to serve this Stovetop Macaroni & Cheese at a party, we suggest cooking both the pasta and cheese sauce ahead of time. Rinse the pasta in cold water (so it doesn’t stick), drain well, and store in plastic bag. Before serving, heat the cheese sauce in a large pot on the stove. Add the cooked pasta and stir to combine and warm through.
Stovetop Macaroni and Cheese
This Stovetop Macaroni & Cheese is creamy and delicious – and easy to make on the stovetop. Tender cooked pasta smothered in a five-cheese sauce with tons of delicious flavor.
- Prep Time: 30 minutes
- Cook Time: 30 minutes
- Total Time: 1 hour
- Yield: 8 servings 1x
- Category: pasta
- Method: Stovetop
- Cuisine: American
Ingredients
For the Crumb Topping (optional)
1 sleeve Ritz crackers
1/4 cup finely shredded sharp cheddar cheese
3 tablespoons of melted unsalted butter
For Macaroni and Cheese
2 large egg yolks
1/2 cup sour cream
4 cups (1 quart) whole milk, divided
6 tablespoons salted butter, divided
1 cup heavy cream
3 tablespoons all-purpose flour
1/2 teaspoon Worcestershire sauce
1/2 teaspoon kosher salt
1/4 teaspoon ground white pepper
1 teaspoon dry mustard
1/8 teaspoon cayenne pepper
1/4 teaspoon freshly grated nutmeg
12 ounces sharp cheddar cheese (white or yellow or mixed), shredded and divided
8 ounces white American cheese slices (real cheese and not cheese food)
1 small brie wheel or wedge, skin removed (about 6 ounces after removing skin)
1 5.2-ounce container Boursin garlic and herb cheese
8 ounces Fontina cheese, shredded
1 pound elbow macaroni or Cellentani (as shown in photos)
Instructions
To Make the Crumb Topping (optional)
- If making the optional crumb topping, place Ritz in a food processor to crush to a crumb, or smash in a baggie with the bottom of a pan.
- Add the shredded cheese and melted butter and pulse to combine or mix by hand.
- Pour into a sauté pan and over medium heat, toast to a light brown and remove.
To Prepare the Macaroni & Cheese
- In a bowl, beat egg yolks with sour cream until smooth. Whisk in one cup of the whole milk and two tablespoons of melted butter. Set this mixture aside.
- Bring a large pot of water to a boil and salt the water with a teaspoon of salt. Keep the water hot.
- In a medium saucepan, combine the remaining three cups of milk with the heavy cream and heat to hot, but not scorched. Once hot, leave on low to stay warm.
- Bring the salted water back to a boil and add the dry pasta. Cook less than the package directions to a slightly hard and chewy state. Drain into a colander. The pasta will cook further in the cheese sauce.
- In a large pot, melt remaining four tablespoons of butter over medium low and once melted, stir in the flour and cook and stir for three minutes.
- Whisk in the hot milk and cream one third at a time, whisking vigorously after each addition.
- Add in salt, white pepper, dry mustard, cayenne pepper and nutmeg. Whisk to combine.
- Stir in eight ounces of the shredded cheddar, keeping four ounces for later.
- Stir in the American cheese slices, peeled brie, Boursin and Fontina, whisking each cheese in before adding the next.
- Ladle some of the hot cheese sauce into the bowl with the egg yolks, whisking quickly as you add each ladleful. (This tempers the egg yolks so they don’t cook and turn into scrambled eggs.)
- Pour this mixture back into the cheese sauce, again whisking quickly.
- Reserve two cups of this cheese sauce for reheating leftovers and adding to portions for a creamier texture.
- Pour the drained pasta into the pan of cheese sauce and stir. Bring the burner to medium heat and cook and stir for about ten minutes to finish cooking the pasta and to absorb the cheese sauce.
- Once the pasta is cooked, add the remaining four ounces of shredded cheddar.
- Serve in bowls with (optional) crumb topping sprinkled on top.
- Add some of the reserved cheese sauce as needed to add more creaminess to portions or to use to reheat leftovers.

Frequently Asked Questions
- Can I make Stovetop Macaroni & Cheese ahead of time? Yes, as mentioned above, cook the pasta and cheese sauce ahead of time, but store and chill them separately. (Rinse the cooked pasta in cold water so it doesn’t stick, drain well, and store in plastic bag. Store the sauce in a container in the refrigerator.) Before serving, reheat the cheese sauce in a large pot on the stove, stirring often as it warms up. Add the cooked pasta and stir to combine and warm through.
- How do I store leftovers? Store leftovers in a covered container in the refrigerator for up to four days.
- How do I reheat leftovers? You can microwave individual portions to warm through, or reheat in a saucepan on the stove. You’ll likely need to add some milk or cream to loosen the sauce since it thickens up and the pasta absorbs the cheese sauce once it is refrigerated.
- Can I freeze this? You can freeze the cheese sauce, but we suggest cooking fresh pasta.
Stovetop Macaroni and Cheese originally appeared on A Family Feast in June 2018. We changed the original recipe by adding more of a variety of cheeses, and we’ve updated the post and photos as well.

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