Creamy Mac and Cheese Without Flour (Stovetop)
A silky cheddar and Gruyère sauce with no roux. Cream cheese does the thickening. Twenty minutes, one pot.
- No roux
- 20 minutes
- Stovetop
- Gluten-free option
Mac and cheese without flour is creamier than the classic version, not less. Cream cheese melts into milk and cream to make a sauce that stays smooth without a roux, and the cheddar goes in off the heat so it never turns grainy.
Quick answer
To make mac and cheese without flour, melt 2 tbsp butter with 4 oz cream cheese, whisk in 1 cup milk and ½ cup heavy cream, then stir in 2 cups sharp cheddar and 1 cup Gruyère off the heat. Season with mustard, smoked paprika and garlic powder, and fold in 12 oz cooked macaroni.

Smooth, glossy and ready in 20 minutes.
How a Cheese Sauce Works Without Flour
Cream cheese thickens
It melts into the milk and gives the sauce body, the job a roux normally does.
Cream adds stability
Fat keeps the melted cheese from clumping or splitting.
Cheese off the heat
Cheddar melts smoothly below a simmer and turns grainy above it.
Pasta water to adjust
Starchy water loosens the sauce without thinning the flavor.
Flour vs No Flour in Mac and Cheese
| With a flour roux | Without flour | |
|---|---|---|
| Texture | With a flour rouxThick and coats heavily | Without flourSilky and glossy |
| Flavor | With a flour rouxSlightly muted by the flour | Without flourPure cheese |
| Baking | With a flour rouxHolds together well | Without flourKeep the bake short, 15 to 20 minutes |
| Reheating | With a flour rouxThickens, loosens easily | Without flourAdd milk and reheat gently |
| Gluten | With a flour rouxContains wheat | Without flourGluten free with GF pasta |
| Best for | With a flour rouxBaked casseroles, make-ahead | Without flourStovetop, served right away |
For a stovetop dish eaten the day it is made, no flour gives the creamier bowl.
Ingredients

Two cheeses: one for flavor, one for melt.
| Ingredient | Why | Swap |
|---|---|---|
| IngredientElbow macaroni | WhyHolds sauce in every curve | SwapShells, cavatappi or GF elbows |
| IngredientCream cheese | WhyThickens without flour | SwapEvaporated milk, see the FAQs |
| IngredientWhole milk and heavy cream | WhyThe liquid and the richness | SwapAll whole milk with 6 oz cream cheese |
| IngredientSharp cheddar | WhyThe main flavor | SwapExtra-sharp or white cheddar |
| IngredientGruyère | WhySmooth, stretchy melt | SwapMonterey Jack, fontina or mozzarella |
| IngredientMustard | WhySharpens the cheese flavor | SwapA pinch of dry mustard |
| IngredientSmoked paprika | WhyWarmth and color | SwapSweet paprika |
Mac and Cheese Without Flour Recipe
The card is set for 6 servings with 12 oz of pasta.
Creamy Mac and Cheese Without Flour
Stovetop mac and cheese with a cream cheese, cheddar and Gruyère sauce and no roux. Tap the servings and every amount updates.
Serves
Ingredients
Mac and cheese without flour
- 6 oz12 oz18 oz24 oz elbow macaroni
- 1 tbsp2 tbsp3 tbsp¼ cup unsalted butter
- 2 oz4 oz6 oz8 oz full-fat cream cheese, cubed and softened
- ½ cup1 cup1½ cups2 cups whole milk
- ¼ cup½ cup¾ cup1 cup heavy cream
- 1 cup2 cups3 cups4 cups sharp cheddar, freshly shredded
- ½ cup1 cup1½ cups2 cups Gruyère, freshly shredded
- ½ tsp1 tsp1½ tsp2 tsp stone-ground or yellow mustard
- ¼ tsp½ tsp¾ tsp1 tsp smoked paprika
- ¼ tsp½ tsp¾ tsp1 tsp garlic powder
- ¼ tsp½ tsp¾ tsp1 tsp fine sea salt, plus more to taste
- ⅛ tsp¼ tsp½ tsp½ tsp cracked black pepper
Shred the cheese from a block. Bagged shredded cheese is coated with starch and makes a gritty sauce.
Instructions
Cook the pasta
Boil the macaroni in well-salted water until just al dente. Scoop out a cup of the pasta water, then drain.
Melt the cream cheese
Return the pot to medium-low heat. Melt the butter, add the cream cheese and stir until it is completely smooth.
Add the milk and cream
Whisk in the milk and heavy cream and heat, whisking, until the mixture is silky and steaming. Do not let it boil.
Add the cheese off the heat
Take the pot off the heat. Add the cheddar and Gruyère a handful at a time, stirring until each melts before adding more.
Season
Stir in the mustard, smoked paprika, garlic powder, salt and pepper.
Combine
Fold in the drained macaroni. If the sauce is thicker than you like, loosen it with a splash of the reserved pasta water.
Serve
Taste for salt and serve right away, while the sauce is at its creamiest.
Tools for Mac and Cheese
One pot, a whisk and a grater.
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Tips for a Smooth Sauce

Low heat, then no heat.
Soften the cream cheese
Cubed and at room temperature, it melts without lumps.
Keep the milk below a boil
Boiling dairy is the first step to a split sauce.
A handful at a time
Each addition of cheese should melt before the next.
Undercook the pasta slightly
It softens a little more in the hot sauce.
Save pasta water
The best way to loosen a sauce that has tightened.
Serve at once
A no-flour sauce is creamiest in the first ten minutes.
Baked Mac and Cheese Without Flour

Short and hot: just until bubbling.
Make the sauce with an extra ¼ cup milk so it is slightly loose, fold in the pasta and spread it in a buttered 9×13 dish. Top with ½ cup more shredded cheddar and bake at 375°F for 15 to 20 minutes, until the top is bubbling and lightly golden. A longer bake dries a no-flour sauce out, so for a crunchy top use the broiler for the last 2 minutes rather than more oven time.
Troubleshooting
| Problem | Cause | Fix |
|---|---|---|
| ProblemGrainy sauce | CauseCheese added over high heat, or bagged cheese | FixOff the heat, gradually, from a block |
| ProblemSauce split or oily | CauseBoiled, or too little dairy for the cheese | FixWhisk in a splash of cold milk off the heat |
| ProblemToo thick | CauseSat too long | FixStir in warm milk or pasta water |
| ProblemToo thin | CauseToo much liquid | FixAdd more cheese off the heat, or a little more cream cheese |
| ProblemBland | CauseUnder-seasoned | FixMore salt, mustard and a pinch of cayenne |
Variations
Tap one:
With Evaporated Milk
Replace the milk, cream and cream cheese with 1 can (12 oz) evaporated milk. Heat, then add the cheese off the heat.
Spicy
Use pepper Jack in place of the Gruyère and add ¼ tsp cayenne.
Broccoli
Stir in 2 cups steamed broccoli florets with the pasta.
Chicken or Turkey Bacon
Fold in 2 cups shredded cooked chicken or 6 slices crumbled cooked turkey bacon.
Three Cheese
Use 1 cup cheddar, 1 cup Gruyère and 1 cup fontina.
Gluten Free
Swap in gluten-free elbow pasta; the sauce needs no change.
Storage and Reheating
| What | How | Keeps |
|---|---|---|
| WhatRefrigerator | HowSealed container | KeepsUp to 4 days |
| WhatReheat, stovetop | HowLow heat with 1 to 2 tbsp milk per cup | Keeps3 to 5 minutes |
| WhatReheat, microwave | How30-second bursts, stirred between | Keeps1 to 2 minutes |
| WhatFreezer | HowNot recommended | KeepsThe sauce separates |
Mac and Cheese Without Flour: FAQs
How do you make mac and cheese sauce without flour?
Melt cream cheese into butter, whisk in milk and heavy cream, then stir in shredded cheese off the heat. The cream cheese thickens and stabilizes the sauce, so no flour roux is needed.
What can you use instead of flour in mac and cheese?
Cream cheese is the easiest. Evaporated milk, a slurry of 1 tablespoon cornstarch in 2 tablespoons cold milk, an egg yolk tempered into the warm sauce, or simply heavy cream all thicken a cheese sauce without flour.
Flour vs no flour in mac and cheese: what is the difference?
A flour roux makes a thicker, more stable sauce that holds up to baking and reheating. A no-flour sauce is silkier and tastes more of cheese, but it is looser and can separate if overheated. For stovetop mac and cheese, no flour is often the better texture.
Is mac and cheese without flour gluten free?
The sauce is. Use a gluten-free elbow pasta and check that the mustard and spices carry no gluten warning, and the whole dish is gluten free.
Why did my cheese sauce turn grainy?
The cheese was added over heat that was too high, or it was pre-shredded. Take the pot off the heat before adding the cheese, add it gradually and shred it yourself from a block.
Can you bake mac and cheese without flour?
Yes. Make the sauce a little looser with an extra 1/4 cup of milk, fold in the pasta, top with 1/2 cup more cheddar and bake at 375°F for 15 to 20 minutes, just until bubbling. Longer baking can make a no-flour sauce separate.
Can you use pre-shredded cheese?
It will melt, but the anti-caking starch on bagged cheese makes the sauce less smooth. A block of cheddar takes a minute to shred and gives a noticeably silkier result.
What cheese is best for mac and cheese without flour?
Sharp cheddar for flavor plus a good melter such as Gruyère, Monterey Jack, fontina or mozzarella. Avoid very aged, dry cheeses on their own, since they melt into a grainy sauce.
Can you make it without cream cheese?
Yes. Use 1 can (12 oz) evaporated milk in place of the milk and cream. Its concentrated proteins keep the sauce smooth without flour or cream cheese.
Can you make it without heavy cream?
Yes. Use 1 1/2 cups whole milk in total and 6 oz cream cheese. The sauce will be a little less rich but still creamy.
How do you reheat mac and cheese without flour?
Low heat and a splash of milk. Stir in 1 to 2 tablespoons of milk per cup of pasta and warm gently on the stovetop or in the microwave in 30-second bursts, stirring between each.
How long does it keep?
Up to 4 days in the refrigerator in a sealed container. It does not freeze well, since the sauce separates when thawed.
Can you add protein or vegetables?
Yes. Stir in cooked shredded chicken, crumbled turkey bacon, steamed broccoli or peas at the end.
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Pin this mac and cheese without flour for a quick weeknight dinner.





