No Milk · No Flour · One Pot · 20 Minutes
Mac and Cheese Without Milk: Creamy One-Pot Recipe in 20 Minutes
Out of milk? This creamy, cheesy mac cooks the pasta right in broth and melts in cream cheese and cheddar, so nobody will guess the milk is missing. Plus the best substitutes and how to make boxed mac and cheese without milk.
- 20 minutes
- One pot
- No flour
- Printable card

Creamy one-pot mac and cheese, made without a drop of milk.
Halfway through dinner and the milk carton is empty? Good news: mac and cheese without milk can be even creamier than the classic. The trick is to cook the macaroni in broth. The pasta releases its starch into the liquid, which thickens into a silky base, and a little cream cheese melts in to make it rich and smooth.
No roux, no flour, no draining and only one pot to wash. Below you will find the easy recipe, a chart of what to use instead of milk, how to make boxed mac and cheese without milk, and baked, dairy-free and no-butter versions.
Easy Mac and Cheese Without Milk Recipe
Tap how many servings you need and every amount on the card changes, including the printable version.
One-Pot Mac and Cheese Without Milk
Creamy, cheesy mac and cheese with no milk and no flour. The pasta cooks right in the broth, its starch thickens the sauce, and cream cheese makes it silky. One pot, 20 minutes.
How many servings?
Ingredients
- 4 oz (1 cup)8 oz (2 cups)12 oz (3 cups)1 lb (4 cups) elbow macaroni (or shells or cavatappi)
- 1½ cups3 cups (710 ml)4½ cups6 cups low-sodium chicken or vegetable broth
- ¼ tsp each½ tsp each¾ tsp each1 tsp each garlic powder, onion powder and dry mustard
- 2 oz (57 g)4 oz (113 g)6 oz (170 g)8 oz (226 g) cream cheese, cubed and softened
- 1 tbsp2 tbsp3 tbsp4 tbsp butter
- 1 cup (4 oz)2 cups (8 oz)3 cups (12 oz)4 cups (1 lb) sharp cheddar, freshly shredded
- to taste smoked paprika, salt and black pepper
Instructions
Boil the broth
Bring the broth to a boil in a wide pot with the garlic powder, onion powder and dry mustard.
Cook the pasta in the broth
Add the macaroni and cook at a lively simmer, uncovered, for 8 to 10 minutes. Stir often so it does not stick. It is ready when the pasta is tender and only a few tablespoons of starchy liquid are left. If it looks dry before the pasta is tender, add a splash more broth.
Melt in the cream cheese
Turn the heat to low. Stir in the cream cheese and butter until melted and creamy.
Add the cheddar off the heat
Take the pot off the heat and stir in the cheddar a handful at a time until smooth and glossy.
Season and serve
Taste, then add salt, pepper and a pinch of smoked paprika. Loosen with a splash of hot broth or water if it is too thick, and serve right away.
Roughly, per serving
Based on 4 servings with sharp cheddar and low-sodium chicken broth.
This is an estimate, not a lab analysis.
How to Make Mac and Cheese Without Milk (and Why It Works)

Just elbow macaroni, broth, cream cheese, butter, sharp cheddar and a few spices.
In a classic mac and cheese, milk does two jobs: it adds liquid for the sauce and a little creaminess. This homemade mac and cheese without milk covers both:
- Broth is the liquid, and it seasons the pasta from the inside as it cooks.
- Pasta starch thickens that broth into a light sauce, so you do not need flour.
- Cream cheese and butter add the creaminess and help the cheddar melt smoothly.

The macaroni simmers in the broth until only a few spoonfuls of starchy liquid are left.
The one thing to watch: stop cooking when the pasta is tender and there are still a few tablespoons of liquid in the pot. That starchy liquid is what turns into the sauce.
What to Use Instead of Milk in Mac and Cheese
Making a different mac and cheese recipe and need a swap? Here is what to use instead of milk, how much, and what it does to the sauce:
| Instead of milk | How much | Result |
|---|---|---|
| Instead of milkBroth (cook the pasta in it) | How much3 cups per 8 oz pasta | ResultSavory and creamy; the starch thickens it. Our pick |
| Instead of milkCream cheese | How much2–4 oz | ResultThick, rich and silky |
| Instead of milkSour cream | How much¼–½ cup | ResultCreamy with a little tang |
| Instead of milkPlain Greek yogurt | How much¼–½ cup | ResultLighter, tangy; add off the heat |
| Instead of milkHeavy cream or half-and-half | How muchUse about ¾ the milk amount | ResultRichest, most like the classic |
| Instead of milkEvaporated milk | How muchSame as milk | ResultVery creamy and stable (not milk-free) |
| Instead of milkUnsweetened oat, soy or almond milk | How muchSame as milk | ResultWorks well; oat and soy are creamiest |
| Instead of milkStarchy pasta water + butter | How much¼ cup water + 1 tbsp butter | ResultLight and silky in a pinch |
| Instead of milkPlain water | How muchSame as milk, plus extra butter | ResultWorks, but thinner and less rich |
Not every swap is milk-free: evaporated milk and heavy cream are still dairy, but they are handy if you simply ran out of regular milk.
How to Make Boxed Mac and Cheese Without Milk

Sour cream, cream cheese, butter, Greek yogurt and cream all stand in for milk.
Making a box of mac and cheese, like Kraft, with no milk in the fridge? The box asks for ¼ cup of milk; any of these swaps works for a standard 7.25 oz box:
- Cook the pasta as the box says, then scoop out ½ cup of the pasta water before draining.
- Return the pasta to the pot with the butter and cheese powder.
- Stir in one of the swaps below, then add pasta water a spoonful at a time until creamy.
| Swap | How to use it (per box) |
|---|---|
| SwapButter + pasta water | How to use it (per box)Add 2 extra tbsp butter and ¼ cup reserved pasta water. |
| SwapSour cream | How to use it (per box)Stir in 2 to 3 tbsp sour cream with a splash of pasta water. |
| SwapCream cheese | How to use it (per box)Melt in 2 tbsp (1 oz) cream cheese with 2 tbsp pasta water. |
| SwapHeavy cream | How to use it (per box)Use 3 tbsp heavy cream instead of the ¼ cup milk. |
| SwapGreek yogurt | How to use it (per box)Stir in 2 tbsp off the heat, then loosen with pasta water. |
| SwapPlant milk or evaporated milk | How to use it (per box)Swap in ¼ cup, same as the milk. |
Baked, Dairy-Free and No-Butter Versions
The same no-milk method works for every kind of mac. Tap a version:
Baked Mac and Cheese Without Milk
Make the one-pot recipe but stop when the pasta is just shy of tender. Spoon it into a buttered baking dish, top with ½ cup extra cheddar and ½ cup panko tossed with 1 tbsp melted butter, and bake at 375°F (190°C) for 15 to 20 minutes until golden.
For a classic baked version with cream, see our baked mac and cheese without heavy cream.
Without Milk or Butter
Leave out the butter and use 2 extra ounces of cream cheese. The cream cheese brings all the richness the butter would.
With Water Instead of Broth
No broth either? Cook the pasta in the same amount of water with 1 tsp chicken or vegetable bouillon, or a little extra salt and an extra tablespoon of butter.
Dairy-Free Mac and Cheese
Use dairy-free cream cheese, plant butter and a dairy-free cheddar-style shred, and cook the pasta in vegetable broth. For a fully vegan sauce made from vegetables, try our vegan mac and cheese without nutritional yeast.
Slow Cooker Version
For a hands-off crowd-size batch, see our crockpot mac and cheese without evaporated milk. It is just as creamy and made for potlucks.
Loaded Mac and Cheese
Stir in shredded rotisserie chicken, steamed broccoli or peas at the end, and top with crispy fried onions or toasted breadcrumbs.
Tips for the Creamiest Mac and Cheese With No Milk
Shred your own cheese
Bagged shredded cheese is coated in anti-caking starch, which can make the sauce grainy. A block of sharp cheddar melts silky smooth.
Cheese goes in off the heat
Too much heat makes cheese split and turn oily. Take the pot off the stove before adding it.
Use a wide pot and stir
Pasta cooked in a small amount of liquid can stick. A wide pot and frequent stirring keep it cooking evenly.
Go easy on the salt
Broth is already salty, so taste before you season. Low-sodium broth gives you the most control.
Keep a splash of liquid handy
Mac and cheese thickens fast as it sits. A splash of hot broth or water brings it back to creamy in seconds.
Storing and Reheating
- Fridge: keep leftovers in a covered container for up to 4 days.
- Reheat: warm gently on the stove with a splash of broth or water, stirring until creamy again.
- Freezer: freeze for up to 2 months. Thaw overnight in the fridge and reheat with a little extra liquid.
Mac and Cheese Without Milk FAQs
Can you make mac and cheese without milk?
Yes. Cook the pasta in broth so its starch thickens the liquid, then stir in cream cheese, butter and shredded cheddar. You get a creamy, cheesy sauce with no milk and no flour.
What can I use instead of milk in mac and cheese?
Broth, cream cheese, sour cream, plain Greek yogurt, heavy cream, evaporated milk, unsweetened oat or soy milk, or starchy pasta water with butter all work. Broth plus cream cheese gives the creamiest milk-free result.
How do you make boxed mac and cheese without milk?
Cook the pasta, reserve about half a cup of the pasta water, and drain. Stir in the butter and cheese powder, then use 2 to 3 tablespoons of sour cream, cream cheese or heavy cream, or extra butter with a splash of pasta water, in place of the milk.
Can you make Kraft mac and cheese without milk?
Yes. Swap the quarter cup of milk for 3 tablespoons of heavy cream, 2 to 3 tablespoons of sour cream or cream cheese, or 2 extra tablespoons of butter plus a quarter cup of reserved pasta water.
Can I use water instead of milk for mac and cheese?
Yes, but it will be thinner and less rich. Use starchy pasta water rather than plain water, and add an extra tablespoon of butter to make up for the missing fat.
Can you make mac and cheese without milk or butter?
Yes. Cook the pasta in broth and use a little extra cream cheese in place of the butter. The cream cheese adds plenty of richness.
Can I use sour cream instead of milk in mac and cheese?
Yes. Sour cream makes mac and cheese extra creamy with a gentle tang. Stir it in over low heat or off the heat so it does not split.
Can I use almond or oat milk in mac and cheese?
Yes. Use the same amount as regular milk and choose an unsweetened, unflavored kind. Oat and soy milk give the creamiest result.
Does mac and cheese without milk taste different?
Only a little. Cooking the pasta in broth adds a savory depth, and cream cheese adds a slight tang. Most people find it creamier than the classic.
Can you bake mac and cheese without milk?
Yes. Make the one-pot version, slightly undercook the pasta, then top with cheese and buttered breadcrumbs and bake at 375 degrees Fahrenheit for 15 to 20 minutes.
Is this mac and cheese without milk gluten-free?
It has no flour, so it is gluten-free if you use gluten-free pasta and a gluten-free broth. Gluten-free pasta may need a few extra minutes and a little more broth.
How do you reheat mac and cheese without milk?
Reheat it gently on the stove over low heat with a splash of broth or water, stirring until creamy again. In the microwave, add a splash of liquid and heat in 30-second bursts.
Related Reads
More mac and cheese recipes for every fridge and every diet.
The Creamiest Mac and Cheese Without Flour
Silky stovetop mac with no roux at all. Get the recipe → StovetopCreamy Mac and Cheese Without Velveeta
All the creaminess with real cheddar. Make it tonight → Egg-FreeCreamy Mac and Cheese Without Eggs
Rich and gooey, with no eggs needed. See the recipe → BakedBaked Mac and Cheese Without Heavy Cream
A golden, bubbly baked mac for Sundays. Bake it → Slow CookerCrockpot Mac and Cheese Without Evaporated Milk
Hands-off and perfect for a crowd. Try it → Dairy-FreeVegan Mac and Cheese Without Nutritional Yeast
A creamy plant-based sauce kids love. Make it vegan →Cook the pasta in broth, melt in cream cheese and butter, and stir in sharp cheddar off the heat. That is all it takes to make creamy mac and cheese without milk in one pot.
Save this mac and cheese without milk recipe for the next time the milk runs out.


