Easy 3 Ingredient Mac and Cheese

My 3 Ingredient Mac and Cheese is the ultimate comfort food made simple. Utterly creamy and loaded with ooey gooey cheese, you’ll find yourself cooking it all the time! Make this simple mac and cheese recipe without flour or fancy ingredients — just pasta, milk, and cheese!

 

3 Ingredient Mac and Cheese

I have a culinary confession to make.

Despite playing with different variations of mac and cheese over the years, Munchkin always preferred the boxed kind over mine. Dagger straight to the heart!

After some playing around, I realized she did not like the flavor and texture of the mac and cheese she was associating with homemade.

You know, the thick and yummy cheese that you think of when it is potluck time.

So, I went back to basics. I stuck with familiar cheeses like mozzarella, Parmesan, and cheddar.

I added more milk so the cheese sauce was creamier. SCORE! I got my mac and cheese lover back.

Even better, this 3 ingredient mac and cheese recipe is a one pot meal that makes for less dishwashing — and that, my friends, makes it a home run.

And if I don’t feel like making side dishes, I’ve got another version with broccoli that’s ready in just 5 more minutes.

Ingredient Notes and Substitutions

• Noodles – Use your favorite! I typically use elbow macaroni or cavatappi, but shells, penne, or even rotini would work.
  
• Milk – Full fat whole milk is a must for this simple mac and cheese recipe without flour. That’s what makes it creamy!
  
  If skim is all you have on hand, you’ll want to cook it a bit more slowly and probably add some cornstarch to help the sauce thicken a bit.
  
  And for an über rich 3 ingredient mac and cheese, use heavy cream or half & half instead.
  
• Cheese – Another place where you can get creative. I’ve tried making this with every type of cheddar and usually combine sharp and mild for my perfect flavor.
  
  If you’re going to come up with your own blend, opt for one aged variety (for flavor) and one that melts down really smooth.
  
• Salt & Pepper – Since you should be using these in every savory dish, I don’t count them as ingredients.
  
  They are, of course, optional too — sneak a quick bite and add as needed to taste.

How to Make Stovetop Mac and Cheese with No Flour

• Measure out your pasta — you don’t need to whole box!

One pot pasta recipes typically only use 8 ounces of pasta, and this one is no exception.

If you accidentally already dumped the whole box into the pot… well, now you’ll need to make a double batch in a larger pot!

• Use freshly grated cheese whenever possible.

First of all, it just tastes better. And when it comes to simple recipes like this 3 ingredient mac and cheese, every ingredient counts!

Bagged shreds also have a coating to prevent them from clumping, usually cornstarch or other anti-caking agents. These will cause your sauce to become super thick.

If that’s what you have to work with, plan for extra milk to help thin out the sauce as the cheese is melting.

• Wait until the end to season.

DO NOT add salt until your 3 ingredient macaroni and cheese is ready to serve. Trust me!

Adding it too soon will cause the milk to curdle, resulting in a grainy texture. It’s still fine to eat, but the experience isn’t very pleasant.

Feel free to add extra spices at the end too. A sprinkle of parsley goes a long way for added freshness.

• Let it sit off the heat before serving.

Since we’re making this stovetop mac and cheese with no flour — more specifically, no roux — it will take some time for the sauce to thicken naturally.

Once all the cheese is melted, turn off the burner and pop a lid on the pot. You’ll have just enough time to tidy up the kitchen before dishing it up!

Prep Ahead

• Shred cheese
• Measure out pasta

Kitchen Tools You Will Need

• Medium Saucepan – Heats evenly and is easy to clean too.
• Cheese Grater – Fresh cheese makes this recipe even better! Skip the bagged shreds and buy a block to grate yourself.
• Heat-Resistant Spoon or Spatula – Perfect for cooking, stirring, and serving.

Serving Suggestions

If you’re anything like my kiddo, you’ll need some chicken nuggets and broccoli to round out your plate.

For a more grown up meal, pair 3 ingredient mac and cheese with juicy pork chops or my garlic butter steak bites. Yum!

I’ll usually toss some green beans in the air fryer while I’m at it, but a green salad is an easy option too.

Storing and Reheating 3 Ingredient Macaroni and Cheese

Allow leftovers to cool, then transfer to an airtight container. Refrigerate for 3 to 4 days and reheat on the stove.

I don’t recommend freezing 3 ingredient macaroni and cheese. The sauce tends to separate when thawed and reheated. Plus, it’s so easy to just make it fresh!

3 Ingredient Mac and Cheese Recipe FAQ

Enjoy!
With love, from our simple kitchen to yours.

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Other Mac and Cheese Recipes

Easy 3 Ingredient Mac and Cheese

Donna Elick

This 3 Ingredient Mac and Cheese is comfort food made simple. Utterly creamy, loaded with ooey gooey cheese, and made in one pot!

5 stars from 3 reviews

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Tried this recipe?Please comment and review!

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Prep Time 15 minutes mins

Total Time 15 minutes mins

Course Main

Cuisine American

Method Stovetop

Servings 4

Ingredients

 

1x2x3x

• ▢ 8 ounces dried elbow macaroni
• ▢ 24 ounces whole milk, 3 cups
• ▢ 8 ounces finely shredded cheddar cheese
• ▢ salt and pepper to taste, optional

Instructions

 

• In a medium saucepan combine milk and pasta. Stir. Bring to a boil slowly over medium heat stirring occasionally. Do not walk away from the stove. Once milk comes to a boil, reduce to simmer until pasta is cooked al dente (cooked but firm to the bite).
• Sprinkle in cheese and stir until cheese is completely melted. Turn off burner and cover pot while you are cleaning up, about 5-6 minutes to allow sauce to thicken.
• Add salt and pepper to taste, if desired. (I actually add about 1/2 teaspoon kosher salt and 1 teaspoon fresh ground course black pepper).
• Serve and enjoy!

Donna’s Notes

Use full fat milk in this recipe. If you choose to go with a low-fat (2% or skim milk) you will want to cook more slowly and add in a little corn starch.

Do NOT add salt until the end, adding it too soon will result in a grainy mac and cheese (caused by the milk curdling, which is fine to eat but not as pleasant). For an über rich mac and cheese you can use heavy cream or half and half.

Feel free to add spices as desired at the end. A sprinkle of parsley goes a long way for added freshness.

Add your favorite cheeses, I have used sharp cheddar, mild cheddar and extra sharp. I usually use about half sharp and half mild for my perfect flavor. Also note, the pre-shredded cheese you can buy at the store has a corn starch like coating on it that may cause your cheese sauce to be super thick. You can add an extra splash of milk to thin it out a little.

Nutrition

Serving: 1 | Calories: 544cal | Carbohydrates: 52g | Protein: 26g | Fat: 26g | Saturated Fat: 14g | Cholesterol: 77mg | Sodium: 439mg | Sugar: 10g | Fiber: 2g | Calcium: 622mg | Iron: 1mg

All nutritional information is based on third party calculations and is only an estimate. Each recipe’s nutritional value will vary depending on the ingredients used, measuring methods, and portion sizes.

Tried this recipe?Let us know how it was!

Originally published September 2015, updated and republished May 2024

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