Easy Baked Mac and Cheese (5 Ingredients, No Roux)
This easy baked mac and cheese skips the cheese sauce altogether. Cooked macaroni gets layered in the baking dish with a little flour, salt and pepper, pats of butter and plenty of freshly grated cheddar, then milk gets poured over everything and the oven does the rest. You only need 5 ingredients plus salt and pepper, about 15 minutes of hands-on time and an hour start to finish, and it feeds 5.

A Quick Look At The Recipe
- Recipe Name: Oven-Baked Mac and Cheese
- Serves: 5
- Main Ingredients: uncooked macaroni, flour, salt, pepper to taste, butter, thinly sliced, shredded cheddar cheese, whole milk
- Why You'll Love It: This easy oven-baked macaroni and cheese recipe is a Southern Plate favorite. You need just 5 ingredients to make this family favorite.
Growing up, my mother made a creamy Velveeta mac and cheese that I still love, but this oven baked version is the one I make when I want sharp cheddar flavor without standing over a pot stirring sauce. I’ll confess it has been the whole meal at our house more than once.
Why This Baked Mac and Cheese Works
The flour sprinkled between the layers thickens the milk as it bakes, so you get a creamy sauce without making a roux. Covering the dish for the first 35 minutes keeps the noodles from drying out, and uncovering it for the last 10 lets the cheese on top brown.
Since the cheese is the star, the flavor depends on what you buy. Mild cheddar is gooey and kid friendly, and sharp cheddar gives it more bite.
What You Need for Easy Baked Mac and Cheese

- Cheddar cheese: Grate it yourself from a block. Pre-shredded cheese has a coating that keeps it from melting as smoothly.
- Flour: Just a few tablespoons, mixed with the salt and pepper. This is what thickens the milk.
- Butter: Sliced thin so it melts evenly through the layers.
- Whole milk: Pour it over right before baking.
Helpful Tips Before You Start
- Cook the macaroni just until tender. It keeps cooking in the oven, and mushy noodles are nobody’s friend.
- Spray the baking dish well so the cheesy edges don’t stick.
- Let it sit about 5 minutes after it comes out of the oven. It’s tempting to dig right in, but it helps everything set up.
- Want a crunchy top? Sprinkle panko breadcrumbs over the cheese before it goes in the oven.
- Stir in cooked bacon or shredded chicken, or season with a little garlic powder, onion powder or paprika to make it your own.
How to Make Oven Baked Mac and Cheese

1Cook the macaroni
Preheat the oven to 350°F and spray a 9×13 baking dish. Cook the macaroni until just tender, then drain it well.

2Mix the flour, salt and pepper
While the pasta cooks, stir the flour, salt and pepper together in a small bowl and set it aside.

3Start the first layer
Spread half of the macaroni in the baking dish and sprinkle half of the flour mixture over it.

4Add the butter
Lay half of the butter slices over the flour.

5Add the cheese
Sprinkle 1 1/2 cups of the shredded cheddar over the butter.

6Repeat the layers
Repeat with the rest of the macaroni, flour mixture, butter and cheese.

7Pour in the milk
Pour the milk evenly over the whole dish.

8Bake covered, then uncovered
Cover with foil and bake 35 minutes. Take the foil off and bake about 10 minutes more, until the top is golden and bubbly.
What to Serve with Baked Mac and Cheese

For a Sunday supper, set it next to Southern fried chicken, oven baked baby back ribs or slow cooker pulled pork with a bowl of Miss Millie’s coleslaw. It’s also a must on the holiday table with oven roasted turkey breast or brown sugar glazed ham, plus green bean casserole and candied sweet potatoes.
More Mac and Cheese Recipes
- Creamy baked Velveeta mac and cheese
- Stovetop mac and cheese when you don’t want to turn on the oven
- Crockpot mac and cheese for a crowd
- One pot, no drain mac and cheese
- Southern broccoli casserole for another cheesy side
- All of our Thanksgiving recipes
Baked Mac and Cheese FAQs
Do you cover mac and cheese when you bake it?
For most of the time, yes. Keeping it covered for the first 35 minutes lets the milk thicken without the noodles drying out, then the last 10 minutes uncovered browns the cheese on top.
Why is my baked mac and cheese grainy?
Pre-shredded cheese is usually the culprit, since the anti-caking coating keeps it from melting smoothly. Grating cheddar from a block fixes it.
Can I make it ahead?
Layer everything except the milk, cover and refrigerate up to a day. Pour the milk over right before baking and add a few extra minutes to the covered bake time since the dish starts out cold.

Easy Baked Mac and Cheese (5 Ingredients, No Roux)
Equipment
- 1 Large pot https://amzn.to/46sNleK
- 1 9×13 baking dish https://amzn.to/3tkmzqn
- 1 Cheese grater https://amzn.to/3PAoD5a
Ingredients
- 2 ½ cups uncooked macaroni
- 2 ½ tbsp flour
- 1 ¼ tsp salt
- 1 teaspoon black pepper or to taste
- 4 tbsp butter, thinly sliced
- 3 cups shredded cheddar cheese mild or sharp, your preference
- 1 cup whole milk
Instructions
- Preheat oven to 350℉ and spray 9×13 baking dish or a large ovenproof bowl with cooking spray.
- Cook the pasta until tender and then drain it.2 ½ cups uncooked macaroni
- Mix all of the dry ingredients together and then set them aside.2 ½ tbsp flour, 1 ¼ tsp salt, 1 teaspoon black pepper
- Place half of the macaroni inside your baking dish. Sprinkle half of the flour mixture over the top and then top it with half of the butter slices. Sprinkle 1½ cups of cheese over the top and repeat.4 tbsp butter, thinly sliced, 3 cups shredded cheddar cheese
- Pour milk over the entire macaroni and cheese casserole.1 cup whole milk
- Cover with foil and bake for 35 minutes. Remove foil and bake for an additional 10 minutes. Serve hot.

Making this recipe for the first time and I didn’t have whole milk so my husband suggested using heavy whipping cream, which is what I had on hand, hoping it tastes good
That sounds like a good substitution! I’d love to know how it turned out for y’all.