One Pot No Boil Macaroni and Cheese is creamy, cheesy, homemade mac and cheese with no pasta boiling required and only one skillet to clean! 

Skillet of no boil macaroni and cheese

Happy Veteran’s Day!  I just want to give a huge thank you to all of our Veterans, and the men and women that are serving our country right now.  

In honor of that, I have a movie recommendation for you.  If you haven’t seen  Lone Survivor with Mark Wahlberg, it’s a must.  It’s a real life story about a team of Navy Seals on a mission in Afghanistan.  It was all over the news, and while you already know the outcome, it’s much different when you actually see the reality. It’s such a great movie, and while the events of the movie broke my heart,  it was such a moving story.

Onto our recipe of the day, which happens to be very exciting.  Why?  Not only because we’re talking about homemade macaroni and cheese with a crispy panko topping, but you can make it in one pot.  And you don’t have to boil the pasta beforehand!  

Close up spoonful of no boil mac and cheese

One Pot No Boil Mac and Cheese

Years ago I saw a recipe in Bon Appetit for No Boil Macaroni and Cheese, and I made it, then I posted it here.  It was a revelation.

I was thrilled to be able to skip the pasta boiling step because I’m all about skipping steps where I can.   And in this One Pot No Boil Macaroni and Cheese, I skipped another step — washing an extra sauce pan. We make the mornay or cheese sauce right in the skillet, then add water and our dried pasta.  This is the easiest homemade macaroni and cheese EVER. 🙂

The best part about homemade mac and cheese is that you get to choose how light or indulgent you want it — because it really is a personal preference.  There are so many options — whole milk, cream, half and half, low fat milk, etc.  

I used to always go skim milk or low fat, but my kids started saying that the mac and cheese at certain restaurants was better than mine.  I knew why — whole milk and cream, and tons of cheese.  I don’t normally roll that way, but I decided to start using either whole milk or half whole milk and half skim, which definitely made it richer.  We can skimp a little bit, but we don’t want our end result to be skimpy.  

Needless to say, my kids now think my mac & cheese is up there with some of their favorite restaurants. 🙂

One pot no boil mac and cheese in a yellow skillet

Now we need to talk about the star of the show, the cheese.  We want our mac & cheese to be VERY cheesy…in a good way, of course.  That means there’s no room for non-fat or low-fat cheese — it’s just not the same.  

What we can do if we want to go a bit lighter is use full fat cheese but less of it, and choose a variety with lots of flavor, like sharp cheddar or a combination of gruyere and parmesan.  I went with a decent amount of sharp cheddar because I love the color. 🙂  

Top your macaroni with panko bread crumbs and instead of tossing them with melted butter, you can skip a step there and just top it with more cheese.  You’ll get nice, crispy bread crumbs, just the way I like it. 🙂

Next time you want homemade mac and cheese, I hope this is the one you choose.  You get to spend less time preparing it and cleaning up, and you also get to enjoy one tasty side dish customized exactly the way you want it.  It’s a win-win any way you look at it!

Now open wide! 🙂

More one pot pasta recipes:

One Pot 30-Minute Pasta e Fagioli

One Pot Creamy Sausage Roasted Red Pepper Pasta

One Pot Farfalle Pasta with Sausage, Mushrooms and Peas

One pot no boil mac and cheese in skillet

One Pot No Boil Macaroni and Cheese

One Pot No Boil Macaroni and Cheese is creamy, cheesy, homemade mac and cheese with no pasta boiling required and only one skillet to clean! It doesn't get much easier OR tastier than this.

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  • 2 tablespoons unsalted butter
  • 2 tablespoons flour
  • 1/2 teaspoon ground mustard optional
  • pinch of salt and pepper
  • 1 1/2 cups whole milk
  • 1 1/2 cups grated sharp cheddar cheese divided
  • 1 1/4 cups water
  • 6 ounces dry elbow pasta
  • 1/4 cup panko bread crumbs


  • Preheat the oven to 400 degrees.
  • In a large cast iron skillet or pot, heat the butter over medium heat. Sprinkle the flour over the butter, and add the ground mustard, salt, and pepper, and whisk constantly. Continue to cook for 1-2 minutes, or until the roux smells like shortbread.
  • Add just a bit of milk at a time, whisking constantly, until the roux forms a smooth paste. Add the remaining milk and whisk until there are no lumps.
  • Bring to a boil and reduce heat until thickened, about 5-7 minutes. Remove from heat and whisk in 1 cup of the cheese until smooth, and repeat with the water. Stir in the pasta gently and cover with foil.
  • Bake on the middle rack of the oven for 20 minutes, stirring halfway through baking time to ensure the pasta is covered with liquid. Remove from the oven and remove the foil. Top the pasta with the breadcrumbs and remaining 1/2 cup of cheese. Bake an additional 5-10 minutes or until the top is golden brown and the liquid has been absorbed. Enjoy!


  • Substitute the pasta with your favorite. This recipe works perfectly with gluten free pasta as well.
  • The sharp cheddar may be subbed with your favorite cheese. If you like your mac & cheese extra cheesy, use more in the sauce and/or the topping.
  • For a richer cheese sauce, use half and half, or to lighten it up, use half whole milk and half skim.


Serving: 1serving, Calories: 377kcal, Carbohydrates: 18g, Protein: 18g, Fat: 26g, Saturated Fat: 15g, Polyunsaturated Fat: 8g, Trans Fat: 1g, Cholesterol: 72mg, Sodium: 439mg, Fiber: 1g, Sugar: 4g

Nutrition is estimated using a food database and is only intended to be used as a guideline for informational purposes.

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