No-Roux Mac and Cheese

Medium shells sit beneath a lightly browned cheddar top in this baked mac and cheese, with a creamy sauce that stays loose enough to scoop. The sauce contains no flour: American cheese melts into warm milk to give the sharp cheddar a smooth base. Drain the shells while their centers are still firm, then bake the casserole just until the edges bubble and a few golden spots appear.

Ingredients for No-Roux Mac and Cheese

Close view of creamy cheese-coated shells beneath the lightly browned top of baked no-roux mac and cheese
  • 1 lb dry medium pasta shells (450g)
  • 2 3/4 cups whole milk (650g), plus a splash more if needed
  • 2 tablespoons unsalted butter (28g)
  • 3 cups freshly grated sharp cheddar (about 12 oz or 340g), divided
  • 4 oz American cheese (115g), torn into small pieces
  • 1/2 teaspoon dry mustard
  • 1/4 teaspoon black pepper, plus a pinch for the top
  • Fine salt, to taste, starting with 1/4 teaspoon for the sauce, plus salt for the pasta water
  • Optional: 1/2 teaspoon paprika

Grate the cheddar from a block if possible; it generally melts more smoothly than pre-shredded cheese.

How to Make Baked No-Roux Mac and Cheese

Wide view of baked no-roux mac and cheese in its rectangular dish, with a scooped serving nearby

Yield: 8 side-dish servings or 6 main-dish servings. Time: About 15 minutes prep, 25–30 minutes cooking, and a 5-minute rest; about 45 minutes total. Use an approximately 3-quart rectangular baking dish. A much larger dish will spread the pasta too thin.

  1. Preheat and grate: Heat the oven to 425°F (220°C) while bringing a large pot of water to a boil. Grate the cheddar and reserve 1 cup for the topping.
  2. Parcook the shells: Salt the boiling water and cook the shells, stirring occasionally. Start checking early and drain about 2 minutes before the package’s al dente time. The shells should bend but still feel firm at the center; they will soften further in the sauce and oven.
  3. Make the sauce: In a medium saucepan over medium-low heat, warm the milk, butter, dry mustard, black pepper, and optional paprika without letting the milk boil. Whisk in the American cheese until smooth. Turn the heat to low or off, then stir in 2 cups of cheddar, a handful at a time, until the sauce is glossy and pourable.
  4. Combine: Taste the sauce before salting it; start with 1/4 teaspoon and adjust as needed. Return the drained shells to the empty pasta pot and fold in the sauce off heat. It should flow around and into the shells. If the mixture looks stiff, add a small splash of milk, then spread it in the baking dish.
  5. Top and bake: Scatter the reserved cheddar over the shells and add a pinch of black pepper. Bake uncovered for 10–15 minutes, checking at 10 minutes. Remove the dish when the cheese has melted, the edges are bubbling, and a few golden-brown spots have formed.
  6. Rest and serve: Let stand for about 5 minutes, then scoop while the shells beneath the topping are still creamy.

How the Sauce Stays Creamy Without a Roux

No-roux does not always mean flour-free, but this sauce uses no flour. American cheese melts into the warm milk first to form a smooth base for the cheddar. Add the cheddar over low or no heat, and do not boil the finished sauce; prolonged high heat can make it grainy or oily.

When to Take the Casserole Out

Look for bubbling edges and scattered brown spots rather than waiting for the whole top to darken. A deeper dish may take a little longer to brown, so use those cues instead of extending the bake to meet the clock. The interior should remain saucy and scoopable, not firm enough to slice.

For a version without the oven finish, try creamy stovetop mac and cheese.

Leftovers and Reheating

Refrigerate leftovers promptly in a covered container for up to 3 days. Reheat gently in a saucepan or microwave with a splash of milk, stirring as needed to loosen the sauce. The pasta will be softer, and the topping will lose its freshly baked texture. Freezing is not recommended if a creamy sauce texture is the priority.

Nutrition

Approximate nutrition per side-dish serving, based on 8 servings: 500 calories, 23g protein, 24g fat, and 48g carbohydrates. Estimated per 100g of finished casserole: 260 calories, 12g protein, 12g fat, and 25g carbohydrates. Values vary with the cheeses used and the finished weight after baking.

No-Roux Mac and Cheese

Baked shell pasta is coated in a creamy cheddar and American cheese sauce, then topped with cheddar and baked until bubbling.
Course: Side Dish
Cuisine: American
Prep: 15 min
Cook: 25 min
Total: 45 min
Servings: 8 Calories: 500 kcal

Equipment

  • Large pot
  • Medium saucepan
  • Whisk
  • Grater
  • 3-quart baking dish

Ingredients

Pasta

  • 1 lb dry medium pasta shells (450 g)
  • Salt for the pasta water

Cheese Sauce

  • 2 3/4 cups whole milk (650 g), plus a splash more if needed
  • 2 tablespoons unsalted butter (28 g)
  • 4 oz American cheese (115 g), torn into small pieces
  • 2 cups freshly grated sharp cheddar, from 3 cups total (about 12 oz or 340 g)
  • 1/2 teaspoon dry mustard
  • 1/4 teaspoon black pepper
  • Fine salt, starting with 1/4 teaspoon, to taste
  • Optional: 1/2 teaspoon paprika

Topping

  • 1 cup freshly grated sharp cheddar, reserved from the 3 cups total
  • A pinch of black pepper

Instructions

  1. Preheat the oven to 425°F (220°C). Bring a large pot of water to a boil, grate the cheddar, and reserve 1 cup for the topping.
  2. Salt the boiling water and cook the shells, stirring occasionally. Start checking early and drain about 2 minutes before the package’s al dente time, while the centers are still firm.
  3. Warm the milk, butter, dry mustard, black pepper, and optional paprika in a saucepan over medium-low heat. Do not let the milk boil.
  4. Whisk in the American cheese until smooth. Turn the heat to low or off, then stir in 2 cups of cheddar a handful at a time until the sauce is glossy and pourable.
  5. Taste the sauce and add salt, starting with 1/4 teaspoon. Return the drained shells to the pasta pot and fold in the sauce off heat. Add a splash of milk if the mixture looks stiff.
  6. Spread the pasta in an approximately 3-quart baking dish. Top with the reserved cheddar and a pinch of black pepper.
  7. Bake uncovered for 10–15 minutes, checking at 10 minutes. Remove when the cheese has melted, the edges are bubbling, and a few golden-brown spots have formed.
  8. Rest for about 5 minutes, then serve while the pasta is creamy and scoopable.

Tips

  • Grate cheddar from a block for a smoother melt.
  • Drain the shells while their centers are still firm; they will continue cooking in the sauce and oven.
  • Add cheddar over low or no heat, and do not boil the finished sauce, to help prevent a grainy or oily texture.
  • Use an approximately 3-quart baking dish so the pasta does not spread too thin.
  • Look for bubbling edges and scattered brown spots rather than waiting for the whole top to darken.

Notes

Refrigerate leftovers in a covered container for up to 3 days. Reheat gently with a splash of milk, stirring as needed. Freezing is not recommended if a creamy texture is the priority. Estimated per 100 g: 260 calories, 12 g protein, 12 g fat, and 25 g carbohydrates.

Nutrition

Calories: 500 kcal | Protein: 23 g | Fat: 24 g | Carbohydrates: 48 g

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