5 Ingredient Mac and Cheese
This post may contain affiliate links. For more information, please see our disclosure policy.
This 5 Ingredient Mac and Cheese is by far the creamiest macaroni and cheese you will ever try! It’s really easy and one pot – I love it! Plus with only 5 ingredients – it will be on the table in just 20 minutes!

What You Will ❤️ About 5 Ingredient Mac & Cheese
- Creamiest – I’m pretty much a Macaroni & Cheese addict and this is so good. It’s probably the closest to the creamy texture of the blue box kind. Your whole family will love it!
- One Pot – I love that you only need one pot for this recipe – you might doubt me at first – but trust the process! ๐
- Grandpa’s Recipe – If you see my glittery nails in pics on my recipes – here’s a little fun note – my friend Rhonda does my nails. This recipe is her grandpa’s recipe! Family recipes are the best!

Ingredients for Stove Top Mac and Cheese
Such a simple dish – almost as easy as the boxed mac and cheese! No need for flour and evaporated milk and whisking and all that! With this recipe, you only need 5 ingredients – here’s what you’ll need:
- Water – duh – you need water to boil the macaroni but for this recipe because it’s a one pot dish – you need to measure the water!
- Elbow macaroni
- Olde English Cheese Spread – Old English is the little jars of cheese if you can’t find them you can use a sharp cheddar cheese spread in the plastic tubs like you would put on crackers
- Velveeta – yup! the cheesiest!
- Butter – salted or unsalted is fine

How to make 5 Ingredient Macaroni & Cheese
This was a whole new way to make mac & cheese for me! Here’s the key – you actually need to measure the water and then – HALF COOK THE PASTA!
Why does it work? Well the pasta water has starches from the pasta. The starch in your pasta water serves as an emulsifying agent and also a thickener. So when you add the cheeses and butter it helps everything meld together and that’s why it’s so darned creamy!!!! Here’s how to do it:
- Bring water to boil in large pot with the lid on – BE SURE TO MEASURE THE WATER!!!
- When water is boiling, add macaroni and cook pasta until half done – about 4-5 minutes – DO NOT DRAIN
- Lower to medium heat, Stir in Velveeta and Old English cheeses
- When cheese is almost melted, add butter and stir.
- Add a pinch of Salt & pepper to taste
- Turn off heat and let rest. Sauce will thicken up after it stands for 15 minutes – or is even better the next day!
- NOTE: Don’t be worried if it’s too soupy – if you leave it stand for 15 minutes or so – it will thicken up. That’s why it’s important to MEASURE the water to make sure you don’t have too much.

Tips, Tricks & FAQs
Store leftovers in an airtight container (I like these glass storage ones) in the fridge for up to a week. You can also store in the freezer up to three months. Reheat in the microwave for 1-2 minutes.
This recipe is delicious but because I live alone – I didn’t want to make a full batch – so this is a half batch. If you’ve got a family of four – you can have this as an entree – serve it as a side and you’ve got leftovers! But – if you’re making for a holiday gathering – double it!

What to serve with Macaroni & Cheese?
Now I’m of the mindset that Mac & Cheese is an entree – not a side dish – but if you would like some accoutrements – I’ve got you covered!
- Olive Garden Salad & Dressing
- Weight Watchers Turkey Meatloaf
- Oven Baked Pork Chops
- Longhorn Steakhouse Broccoli

5 Ingredient Mac and Cheese
Equipment
Ingredients
- 4 cups water
- 1/2 lb elbow macaroni
- 2 jars Olde English Cheese Spread or 8-10 oz cheddar cheese spread like you would put on crackers
- 8 oz Velveeta diced
- 4 tbsp butter sliced
Instructions
- Bring water to boil in large pot with the lid on – BE SURE TO MEASURE THE WATER!!!4 cups water
- When water is boiling, add macaroni and cook pasta until half done – about 4-5 minutes – DO NOT DRAIN1/2 lb elbow macaroni
- Lower to medium heat, Stir in Velveeta and Old English cheeses2 jars Olde English Cheese Spread, 8 oz Velveeta
- When cheese is almost melted, add butter and stir.4 tbsp butter
- Add a pinch of Salt & pepper to taste
- Turn off heat and let rest. Sauce will thicken up after it stands for 15 minutes – or is even better the next day!NOTE: Don’t be worried if it’s too soupy – if you leave it stand for 15 minutes or so – it will thicken up. That’s why it’s important to MEASURE the water to make sure you don’t have too much.
Velveeta in REAL mac & cheese???? NO!…just, NO! Isnt that supposed to be spelled fontina?
Hey Bill! Thanks for the comment but where did I say "real" mac & cheese? I just said creamy!!! And I loved it!!!! Here's a "real" cheese based one for ya – thefoodhussy.com/2019/11/copycat-mary-macs-baked-macaroni-and.html
Sounds delicious, but that's an expensive mac & cheese.
Thank you for sharing my Grandpaโs recipe! I get asked to make it for a lot of events and for every holiday I attend, and itโs a hit every single time! ๐
This looks AH-MAZ-ING! SO creamy & dreamy. I must make this ASAP!
i have not bought the Old English cheese i n a while. But, you can find it in the store near the Parmesan cheese, in the green can.