Creamy one pan mac and cheese recipe without flour is topped with seasoned Parmesan panko for the most decadent macaroni and cheese ever. And it's a super fast and easy recipe -- no need to boil the macaroni or make a roux!
Delicious main dish or easy side dish with Air Fryer Panko Chicken or Dr. Pepper Crock Pot Ribs for stress-free entertaining or busy weeknight dinners the whole family will love.
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Have you seen those viral TikTok mac and cheese recipes where they throw a whole block of Velveeta, pasta, and milk into a 9 x 13 pan and bake it? I was so intrigued, I had to try it -- but none of the recipes I tried actually worked. They were either too dry or lacking flavor.
So after testing many, many (!) variations, I came up with an easy mac and cheese recipe that's creamy and full of flavor with perfectly al dente pasta -- and still made in one pan -- no flour and no boil. And for crunchy texture, I added a crispy Parmesan panko bread crumb topping.
You're Going to Love This Recipe
- No-boil mac and cheese without flour is fast and easy -- just throw everything into the pan and bake it!
- Creamy mac and cheese without flour means you don't have to fuss with making a roux
- Easy dump-and-bake main dish recipe with simple ingredients is perfect for busy weeknights
- Delicious mac and cheese with panko bread crumbs is super creamy and gooey -- the ultimate comfort food!
- Homemade macaroni and cheese is the perfect side dish for the holidays
Ingredients
See the recipe card at the bottom of the post for the full list and quantity of ingredients.
Velveeta. The secret ingredient to making the creamy sauce without flour
Elbow macaroni. Macaroni noodles are a classic choice for mac and cheese, but any similarly sized pasta will work.
Heavy whipping cream. FYI, when you pick this up in the grocery store, it might be called heavy cream -- it's the same thing.
Chicken broth. Chicken broth adds rich flavor. You can also use vegetable broth or water.
Seasonings for cheese sauce. Onion powder, garlic powder, dry mustard powder, nutmeg, and cayenne take this mac and cheese from bland to super flavorful.
Cheese. My favorite cheese combo is sharp cheddar cheese for flavor and Monterey Jack for creaminess.
Panko breadcrumbs. Panko adds the ultimate crunch factor. You can substitute regular bread crumbs, if you prefer.
Grated Parmesan cheese. Use freshly grated Parmesan cheese, or at least not the stuff in the green can.
Breadcrumb seasonings. Italian seasoning, paprika, and garlic powder season the breadcrumbs for another layer of flavor. You don't have to use these, but please don’t skip seasoning the bread crumbs.
Variations
Cheese. I recommend using a blend of cheeses -- one for flavor and one for creamy texture. Use your favorite combination of cheeses like American cheese, mild cheddar, mozzarella, pepper Jack, Colby Jack, Gruyere, or Fontina.
Seasonings. Build your own flavors with herbs, spices, and seasonings like red pepper flakes, hot sauce, chili powder, oregano, thyme, basil, Creole seasoning, or Mexican Seasoning.
Add-ins. Stir in add-ins before you add the breadcrumbs to jazz up your mac and cheese recipe, or turn it from a side dish into a full-on dinner. Try bacon, frozen peas, corn, shredded rotisserie chicken, browned ground beef, turkey or chicken, tuna, sauteed mushrooms, caramelized onions, green chiles, kale, spinach, or other greens, or cooked vegetables.
How to Make Macaroni and Cheese without Flour
Step 1: Place Velveeta in the center of a greased, deep 9 x 13 baking dish. Pour the dry pasta around the Velveeta.
Step 2: Pour the heavy whipping cream and broth over the pasta.
Sprinkle the onion powder, garlic powder, dry mustard, nutmeg, cayenne pepper, salt, and black pepper over the cream/broth mixture. Stir the seasonings around so they mix in with the liquid.
Step 3: Place the shredded cheese over the liquid mixture. Tightly cover the dish and bake in a preheated oven at 375 for 50 minutes.
Step 4: While it's baking, melt butter and mix the breadcrumb topping ingredients together.
Step 5: Remove the pan from the oven. Stir the melted cheese, cream, and pasta together until it blends together into a uniform sauce. The mixture will be really loose, but you'll notice it thicken as you stir.
It looks wrong, but it's right :).
Step 6: Evenly sprinkle the bread crumbs on top of the pasta.
Bake uncovered for another 15-20 minutes or until the bread crumbs are golden brown and the sauce is bubbling around the edges.
Step 7: REALLY IMPORTANT: Let the mac and cheese rest for 10 minutes. If you dig in right away, it will be too runny, not to mention, crazy hot. Let it rest until it reaches your desired level of creaminess. The longer it sits, the more the pasta will absorb the sauce, causing it to be less creamy.
Macaroni and cheese with panko is best enjoyed fresh from the oven.
Expert Tips
- Use freshly shredded cheese if possible. It melts much creamier than pre-shredded cheese because it doesn’t contain starches that keep bagged cheese from clumping together.
- Cover the dish with foil during baking. Covering the dish keeps the moisture trapped inside so the pasta cooks and the mac and cheese stays creamy — not dry.
- Season the sauce mixture and the bread crumbs to avoid bland mac and cheese.
- Let the mac and cheese rest. Right out of the oven, it's hot as all get-out and a little loose. Let it rest to let the cheese sauce set. The longer it rests, the more the pasta will absorb the sauce.
Recipe FAQs
Yes, in this no boil mac and cheese recipe, covering the macaroni and cheese keeps the liquid from evaporating, which allows the pasta to cook perfectly and creates a creamy cheese sauce.
Store leftover macaroni and cheese tightly covered in the refrigerator for 3-5 days. You can also freeze it in an airtight container for up to three months.
Mac and cheese is always best enjoyed right away. For best results reheat in the oven. Place it in an oven-safe dish and break it up with a spoon. Add a splash of whole milk (about 1 tablespoon per cup of mac and cheese), cover with foil and bake at 350 for about 15 minutes.
Remove the foil and add a layer of extra cheese. For a crunchy top, add a fresh layer of buttery bread crumbs (1 T melted butter per ¼ cup of bread crumbs). Bake for 10 more minutes. Turn on the broiler for a minute or two to get the bread crumbs golden brown.
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📖 Recipe
Easy Macaroni and Cheese (No Flour)
Ingredients
- 16 ounces Velveeta
- 16 ounces elbow macaroni
- 4 cups heavy whipping cream
- 1 ½ cups chicken broth
- 1 teaspoon onion powder
- 1 teaspoon garlic powder
- 2 teaspoons mustard powder
- salt & pepper
- ⅛ teaspoon nutmeg
- ⅛ teaspoon cayenne, optional
- 1 cup shredded sharp cheddar cheese
- 1 cup shredded Monterey jack cheese
Bread Crumb Topping
- 1 cup panko bread crumbs
- 2 teaspoons Italian seasoning
- 1 teaspoon garlic powder
- ½ teaspoon paprika
- ¼ cup grated Parmesan cheese
- 4 tablespoons melted butter
Instructions
- Heat oven to 375. Grease a large baking dish with cooking spray. The pan I use is 3.75 quart, 9.5 x 15.5. You’ll want something with plenty of room for stirring.
- Place the Velveeta in the center of the prepared baking dish.
- Pour the pasta around the Velveeta.
- Pour the heavy whipping cream and broth over the pasta.
- Sprinkle the onion powder, garlic powder, dry mustard, nutmeg, cayenne pepper, salt, and black pepper over the cream/broth mixture. Stir the seasonings around so they mix in with the liquid.
- Place the shredded cheese over the liquid mixture.
- Tightly cover the dish with aluminum foil and bake for 50 minutes.
- While it’s baking, melt butter and mix the breadcrumb topping ingredients together.
- Remove the pan from the oven. Stir the melted cheese, cream, and pasta together until blends together into a uniform sauce. The mixture will be really loose and soupy, but you'll notice it thicken as you stir. Evenly sprinkle the bread crumbs over the top of the macaroni and cheese.
- Bake uncovered for another 15-20 minutes or until the bread crumbs are golden brown and the dish is bubbling around the edges.
- REALLY IMPORTANT: Let the mac and cheese rest for 10 minutes. If you dig in right away, it will be too runny, not to mention, crazy hot.
- Store leftover macaroni and cheese tightly covered in the refrigerator for 3-5 days. You can also freeze it in an airtight container for up to three months.
Yum!!
Thank you, I'm so glad you enjoyed it :). Cara
Is there any issue with skipping the breadcrumbs? Will I need to cook longer after stirring?
Hi, Jessica, no issue skipping the breadcrumbs, but it will likely still be really soupy at that point and need additional cooking time. If so, put it back in and check it again after 10 minutes.
I added shredded chicken to my Mac and cheese! It was so delicious! Thanks for sharing this amazing recipe!
Great idea! I'm so glad you enjoyed it :). Cara
If you double the recipe, do you do the same 50 minutes and 20 minute cook times? Or do you have to add more? I’m using a deeper 5quart pan as opposed to a 3quart. Currently 30 minute into my cook, please help lol
Hi, Eric! I've never doubled this one, but here's what I suggest. I'd say you definitely will need to add some time, I'd expect around 20-30%. For the first step, cook until the cheese is melted enough to stir together. Watch the video and try to get it to look the same. For the second step, again, expect to add a little time, but the most important thing will be to make sure the pasta is cooked through. So check it at 20 minutes, then adjust from there. You might want to have some aluminum foil handy in case the topping gets brown before the macaroni is cooked. Good luck and let me know how it goes!!
This recipe would be even better if the actual recipe and instructions were listed at the BEGINNING instead of swiping through all the rubbish as if it were Uncle Rico selling us tubberware.
Hi there, next time you'd like to skip straight to the recipe on any of my posts, please click the "Jump to Recipe" button at the very top of the page and it will take you there. Thanks! Cara
Huge hit with my family. I used yellow mustard added a bit of my favorite hot sauce. I finished with fried onions. It was so good! My picky eater who only swears by the blue box loved it!
Yum, the fried onions sound delicious! I'm thrilled it was a hit with your family, thank you so much for letting me know :). Cara
Over the years we have tried so many mac and cheese recipes trying to find the perfect one. This one was so simple...almost too simple! We are foodies and great in the kitchen, so this one seemed like an easy way out. We were amazed. I served this as a side with steak and fresh broccoli and as I looked at my wife's plate, my kids' plates, and our guest, all their mac and cheese was gone and then they were all starting on their steak and broccoli! This one is a keeper!
Hi, Lance! Thank you so much for trying my recipe and dropping by to let me know how it worked out for you! Yes, this is such a crazy-simple recipe -- who knew homemade mac and cheese could be this easy?? I'm so glad that you loved it and that your family and guests loved it, too. Thank you again for the note, Lance, I really appreciate it! Cara 🙂