One Pot Three Cheese Mac and Cheese

This one pot meal takes no time to throw together and is so creamy, cheesy, and addicting!


  • 9 cups milk (I used 2%, but whole milk would work as well)
  • 1 pound short pasta (I used shells, but any short pasta like macaroni or rotini would work)
  • 1 tablespoon olive oil
  • 3 cups cheese (I used an even mixture of cheddar, mozzarella, and Parmesan)
  • 3 tablespoons butter
  • 3 tablespoons flour
  • 1/4 teaspoon nutmeg


  1. Add your milk, olive oil, and pasta to a large, heavy bottomed pot (Dutch ovens work great) and bring to a simmer over medium high heat
  2. You don’t want your milk to boil, so keep a close eye on it to make sure it’s just simmering
  3. Meanwhile, melt your butter in a microwave safe bowl and whisk in your flour to form a roux (it should be a paste)
  4. Once you have brought the milk and pasta to a simmer, simmer for 10 minutes, stirring often
  5. After 10 minutes, add several cups of your hot milk (it’s okay if some pasta sneaks in there, too) to the bowl of roux and whisk to combine. It will be very thick. Add this mixture back into your pasta and milk, and stir to combine
  6. Simmer for 5 more minutes until the pasta is al dente and the sauce has thickened (it will thicken much more after you add the cheese and after it cools for a few minutes)
  7. Remove the pot from the heat and let it sit and cool for about 5 minutes
  8. Add your cheese and nutmeg, and stir to combine
  9. Let it cool for a few more minutes before serving


This will seem too saucy at first, but once you add the cheese and it cools for several minutes, it becomes the perfect amount of sauce to pasta (at least in my opinion 😉).

You can use any combination of cheese that you want as long as it ends up being 3 cups. You can use all cheddar, you can switch up the mixture, you can do whatever here!