Stovetop Mac and Cheese

Prep Time:
45 mins
Total Time:
55 mins

This sauce appears thin at first but will thicken after it's tossed with the pasta. To reheat, add a little whole milk to restore the creamy consistency.


  • 3 tablespoons unsalted butter

  • ¼ cup finely chopped onion

  • cup all-purpose flour

  • Coarse salt

  • 4 cups whole milk

  • teaspoon cayenne pepper

  • ¾ pound small shell pasta or elbow macaroni

  • 4 cups coarsely grated sharp yellow cheddar (¾ pound)

  • 1 teaspoon Dijon mustard

  • 1 teaspoon Worcestershire sauce


  1. In a medium saucepan, melt butter over medium; add onion and cook until softened, about 4 minutes. Add flour and 1/2 teaspoon salt; cook, stirring frequently, until mixture is pale golden, has a slightly nutty aroma, and is the texture of cooked oatmeal, about 5 minutes.

  2. Whisking constantly, pour in 2 cups milk; add 2 more cups milk and cayenne and whisk until smooth. Cook mixture, stirring constantly along bottom of pan, until boiling, 6 to 7 minutes. Reduce heat to low. Simmer gently, stirring occasionally, until sauce thickens and does not feel grainy when a small amount is rubbed between two fingers, about 10 minutes.

  3. Meanwhile, in a large pot of boiling salted water, cook pasta until al dente; drain thoroughly and return to pot. Remove sauce from heat and let cool 10 minutes. Quickly whisk in cheese, mustard, and Worcestershire. Pour cheese sauce over pasta and stir to coat.

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