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MAC AND CHEESE No roux No flour, this comfort food classic is easy to make yet it’s rich, creamy, cheesy, and decadent. It’s topped off with buttery panko bread crumbs.

Mac and Cheese


It’s everything you want from Mac and Cheese recipe!

This is the easiest ever mac n cheese recipe. In fact, this is how I made macaroni and cheese when I was first learning to cook. There’s no roux therefore there’s no flour. Instead, the creaminess comes from cream cheese and heavy cream.

Mac and Cheese No roux No flour


  • Never use pre-shredded cheese. Pre-shredded cheese is coated in corn starch (among other things) that keeps it from clumping. However, it also keeps the cheese from melting smooth and creamy. Using a box grater makes shredding easy!
  • Taste before adding salt. Cheese is loaded with sodium and sometimes you don’t need extra added to recipes that contain a lot of cheese.
  • Use full-fat cream cheese. Low fat or fat-free cream cheese doesn’t melt well. It’s clumpy and just will not yield a creamy sauce.
  • Watch carefully. Any time you make a white sauce or cheese sauce you need to ‘babysit’ it. Use a heavy-bottomed saucepan on medium-low to low heat. As well, keep your eye on it and stir the sauce frequently while it cooks so it does not burn or stick.
  • Cook the pasta to al dente. You do not want to cook it until it’s mushy.


Macaroni and Cheese is one of those dishes that you can change in many easy and simple ways for a whole new and different tasty dish.

  1. Change the cheese. Any good melting cheese is a great substitution. This is a great guide to reference, The 8 Best Melting Cheeses.
  2. Add Protein. Add lobster, bacon, Proscuitto, chorizo, ham.
  3. More veggies. Make it healthier by adding spinach, broccoli, or peas.
  4. Pasta. You can always use any shape of pasta. As well, you can use keto, gluten-free, etc pasta.
  5. Air Fryer. Yes, you can even change the cooking method. Try air fryer mac and cheese, it’s scrumptious!
Mac and Cheese


The nutritional information provided is approximate and is calculated using online tools. Information can vary depending on various factors, but I have endeavored to be as accurate as possible.

Mac and Cheese

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Mac and Cheese

MAC AND CHEESE {No Roux & No Flour}

An easy recipe for mac n cheese doesn't start with a roux and doesn't have flour. However, it's creamy and satisfying!
Author: Paula
5 from 21 votes
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Prep Time: 10 minutes
Cook Time: 30 minutes
Servings: 6 servings


  • 8 ounces pasta any shape, I used elbow
  • 8 ounces cubed cream cheese at room temp, full-fat (low fat won't work)
  • ¼ cup butter
  • 1 cup heavy cream or whole milk but it's not as good
  • 1 and ½ cups shredded cheddar cheese or your favorite, (not pre-shredded)
  • ½ teaspoon salt
  • ½ teaspoon freshly ground black pepper or white pepper
  • ¼ teaspoon ground cayenne pepper
  • 1 cup panko bread crumbs
  • 2 tablespoons butter melted


  • Preheat oven to 350°F. Spray a 7×11-inch oven-safe pan with non-stick spray.
  • In a medium saucepan over high heat, bring 3 cups of well-salted water to a boil. After it comes to a boil, add pasta, and return to a boil. Cook for 8 to 10 minutes or per package instructions to al dente. Stir occasionally to prevent it from sticking together.
  • Meanwhile, melt butter and cream cheese in another medium saucepan over low heat. Watch carefully and stir often to prevent it from scorching.
  • Once melted, add heavy cream or milk. Stir until smooth and it's heated through.
  • Add cheese and stir until it's melted.
  • Drain pasta when it's done then add it to the cheese mixture.
  • Taste then add salt and pepper as needed.
  • Combine panko and melted butter
  • Pour into your prepared pan and spread panko evenly over the top.
  • Bake for 20 minutes or until heated through and panko has browned and become crispy.
  • Cool 5 to 10 minutes before serving.
  • Store leftovers in an airtight container in the refrigerator for up to 3 days.


Calories: 532kcal | Carbohydrates: 37g | Protein: 14g | Fat: 37g | Saturated Fat: 23g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 10g | Trans Fat: 1g | Cholesterol: 114mg | Sodium: 561mg | Potassium: 169mg | Fiber: 2g | Sugar: 2g | Vitamin A: 1255IU | Vitamin C: 1mg | Calcium: 260mg | Iron: 1mg
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  1. The recipe calls for heavy cream, but in the instructions it says add cream and milk.

  2. 5 stars
    This recipe is fantastic! I love the cheese sauce mix and it tastes delicious. My husband is not a big fan of breadcrumbs so I did parmesan instead and he said it was so good. Thank you for sharing this!

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Your email address will not be published. Have you tried this recipe? Consider giving it 5 stars!