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Home » Recipes » Side Dish

Baked Mac and Cheese (Without Flour)

Gabriela the creator of Hello Savory Kitchen
Updated: Aug 23, 2026 by Gabriela · This post may contain affiliate links · Leave a Comment

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This Baked Mac and Cheese Without Flour is an easy way to make homemade macaroni and cheese without preparing a separate cheese sauce. The elbow macaroni goes into the baking dish uncooked, along with cheddar cheese and seasoned milk, then everything bakes together until the pasta is tender and the cheese is melted and golden.

Baked mac and cheese on a serving plate.

There is no roux, no flour, and no need to boil the macaroni first, which makes this a particularly useful recipe when you want homemade baked mac and cheese without several pots and pans to wash afterward.

Sharp cheddar provides plenty of cheese flavor, while a little dry mustard and nutmeg round out the sauce. Butter adds richness and helps give this simple casserole the comforting flavor you expect from baked macaroni and cheese.

The recipe is part of my growing collection of side dish recipes you can make any day of the week. You can find a really good Bacon Potato Salad, or another Baked Mac And Cheese With Ham.

Why You Will Love This Recipe

  • Simplicity: What makes this no-boil mac and cheese different from many traditional baked versions is its simplicity. There is no flour-based white sauce to prepare, and you don't have to cook and drain the macaroni before assembling the casserole.
  • One Dish: Everything cooks together in one baking dish.
  • Basic Ingredients: I also like that the ingredients are very basic. There is no processed cheese or canned soup involved, just pasta, milk, cheddar, butter, and a few seasonings.
  • Perfect for gatherings: This recipe works particularly well as a side dish for family dinners, potlucks, holiday meals, or any occasion when you need a straightforward baked macaroni and cheese.

Ingredients You Will Need

Ingredients for baked mac and cheese.
  • Elbow macaroni: Use regular dry elbow macaroni and do not cook it first. The pasta absorbs the milk while the casserole bakes.
  • Sharp cheddar cheese: Sharp cheddar gives the casserole more flavor than mild cheddar, which is useful in such a simple recipe.
  • Whole milk: Whole milk provides both the liquid needed to cook the pasta and the base of the cheese sauce. I prefer whole milk here because this mac and cheese without flour does not have a roux to give the sauce additional body and richness.
  • Butter: A small amount of melted butter adds richness without making the casserole greasy.
  • Dry mustard: Dry mustard is one of those ingredients that quietly makes cheese dishes better. One teaspoon will not make the macaroni taste like mustard. Instead, it helps sharpen and emphasize the cheddar flavor.
  • Nutmeg: Nutmeg is traditionally used in many milk- and cheese-based sauces for good reason. You need only a small amount.
  • Salt and black pepper: Seasoning matters.

How To Make Baked Mac and Cheese Without Flour

Step 1. Start by preheating the oven to 375°F and greasing a 9x13-inch baking dish.

Step 2. Place the uncooked elbow macaroni in the dish and mix it with most of the shredded cheddar.

Uncooked pasta with shredded cheese in a 9x13inch pan.

Step 3. In a separate bowl, whisk together the whole milk, melted butter, dry mustard, nutmeg, salt, and black pepper. Pour this mixture evenly over the macaroni and stir gently so the pasta is distributed throughout the dish and submerged in the liquid as much as possible.

Adding spices to the milk.
Milk added to the pasta and cheese.

Sprinkle the remaining cheddar over the top.

Step 4. Bake the no-boil baked mac and cheese uncovered for about 45 minutes, then check the pasta. If it is still a little firm, continue baking for another 5 to 10 minutes. The casserole is ready when the macaroni is tender, the milk and cheese have formed a creamy sauce, and the top is lightly golden.

Baked mac and cheese out of the oven.

Step 5. Let it sit for about 10 minutes before serving. This step is important because the sauce continues to thicken as the casserole rests.

FAQS

Does This Mac and Cheese Need Flour?

Flour is often used to make a roux for mac and cheese, but it isn't necessary. In this recipe, starch from the pasta helps thicken the milk while the cheddar and butter add richness.

Why You Don't Have To Boil The Pasta First

The macaroni cooks directly in the milk, absorbing the liquid as it becomes tender. At the same time, the pasta starch helps thicken the sauce. For this reason, use uncooked pasta; cooked macaroni would throw off the liquid ratio.

Tips For The Best No-Boil Mac and Cheese

  • Use regular elbow macaroni, especially the first time you make the recipe. Different pasta shapes and thicknesses absorb liquid at different rates.
  • Keep an eye on the casserole toward the end of baking. Start checking at about 45 minutes rather than automatically leaving it in the oven for a full hour. Overbaking can make macaroni and cheese dry.
  • Don't worry if the sauce looks slightly loose immediately after baking. Let the casserole rest for 10 minutes before serving. The pasta will continue absorbing some of the liquid as it sits.
  • For the best cheese flavor, use sharp cheddar. Extra-sharp cheddar can also be used if you prefer a stronger flavor.

What To Serve With Baked Mac and Cheese

  • Baked macaroni and cheese can be served as either a main dish or a side. A simple green salad, roasted broccoli, green beans or another vegetable is all you need to make a complete meal.
  • As a side dish, it works with roasted or baked chicken, pork chops, ham, meatloaf, barbecue, or other classic American comfort foods.
  • It is also a natural addition to larger holiday meals, especially Thanksgiving, Christmas, Easter, and family potlucks.
  • Because the recipe makes eight side-dish portions, it is particularly convenient when you have several other dishes on the table.
Baked mac and cheese Pinterest collage.

How To Store Leftovers

Allow leftover macaroni and cheese to cool, then transfer it to an airtight container or cover the baking dish well and refrigerate.

Reheat individual portions gently in the microwave or warm a larger amount in the oven.

Baked macaroni and cheese naturally becomes thicker after refrigeration because the pasta continues to absorb moisture. Adding a small splash of milk before reheating can help loosen it again.

More Recipes To Love

  • Baked Mac And Cheese With Ham
  • Roasted Broccoli and Olives
  • Roasted Broccolini With Garlic And Lemon

📖 Recipe

Baked mac and cheese.

Baked Mac and Cheese Without Flour

This Baked Mac and Cheese Without Flour is an easy no-boil recipe made with dry elbow macaroni, whole milk, sharp cheddar cheese, and butter. There is no roux and no need to cook the pasta first. Dry mustard and a touch of nutmeg give the cheese sauce extra flavor while the macaroni cooks right in the baking dish.
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Author:Gabriela
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Prep Time: 10 minutes minutes
Cook Time: 50 minutes minutes
Resting Time: 10 minutes minutes
Total Time: 1 hour hour 10 minutes minutes
Course: Main Course, Side Dish
Cuisine: American
Diet: Vegetarian
Servings 8 people
Calories 352 kcal
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Equipment

  • 7 Piece Mixing Bowls with Lids
  • 9x13-inch baking dish
  • Measuring cups and spoons

Ingredients

  • 8 ounces dry elbow macaroni about 2 cups
  • 2 ½ cups shredded sharp cheddar cheese divided
  • 4 cups whole milk
  • 2 tablespoons unsalted butter melted
  • 1 teaspoon dry mustard powder
  • ¼ teaspoon ground nutmeg
  • ¾ teaspoon fine salt
  • ¼ teaspoon ground black pepper

Instructions

  • Preheat the oven to 375°F (190°C). Lightly grease a 9x13-inch baking dish.
  • Spread the uncooked elbow macaroni evenly in the baking dish. Add 2 cups of the shredded cheddar cheese and toss gently to distribute the cheese throughout the pasta.
  • In a medium bowl, whisk together the whole milk, melted butter, mustard powder, nutmeg, salt, and black pepper.
  • Pour the milk mixture evenly over the macaroni. Stir gently so the pasta is evenly distributed and as fully submerged as possible in the liquid.
  • Sprinkle the remaining ½ cup shredded cheddar evenly over the top.
  • Bake uncovered for 45 minutes. Check the macaroni for tenderness. If necessary, bake for another 5-10 minutes, until the pasta is tender, the mixture is bubbling, and the top is lightly golden.
  • Remove from the oven and let the mac and cheese rest for 10 minutes before serving. The sauce will continue to thicken as it stands.

Notes

  • Start checking the pasta at 45 minutes. Overbaking is more likely to make this style of mac and cheese dry.
  • The casserole may still look a little loose when it comes out of the oven. Give it the full 10-minute resting time before deciding whether it has too much liquid.
  • Because this recipe contains no flour or roux, the finished sauce will be somewhat different from a stovetop mac and cheese or a traditional béchamel-based version. It should be creamy and cheesy rather than thick and pasty.

Nutrition

Calories: 352kcal | Carbohydrates: 28g | Protein: 16g | Fat: 20g | Saturated Fat: 11g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 4g | Trans Fat: 0.1g | Cholesterol: 58mg | Sodium: 501mg | Potassium: 280mg | Fiber: 1g | Sugar: 7g | Vitamin A: 647IU | Vitamin C: 0.02mg | Calcium: 413mg | Iron: 0.5mg
Tried this recipe?Let us know how it was!

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Gabriela the creator of Hello Savory Kitchen

Welcome!

Everyone always encouraged me to open my own restaurant, food truck, or blog to share my recipes instead of posting pictures of my food on Facebook.

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