No Roux Mac and Cheese
Ditch the roux and make this simple mac and cheese recipe without flour instead! This creamy layered baked mac and cheese builds flavor with alternating al dente pasta, generous handfuls of shredded cheese, and dots of butter, all bound by a savory egg custard that bakes into a rich and comforting dish without any floury paste!

Once assembled, the entire dish is covered with a final blanket of Parmigiano-Reggiano and baked until the top transforms into a golden, irresistible crust. As it bubbles in the oven, the seasoned egg custard – infused with mustard powder, a hint of cayenne, and Worcestershire sauce – permeates every layer, delivering deep, savory complexity in each bite.
Serve it immediately for the ultimate hot and gooey experience. It’s perfect as a comforting side dish or a scrumptious vegetarian main meal that’ll serve a crowd.

What is no roux mac and cheese?
This no roux mac and cheese is a classic baked macaroni and cheese casserole that creates its rich, creamy sauce from an egg custard instead of a traditional flour-and-butter roux. It layers al dente macaroni pasta with a blend of shredded cheeses and dots of butter, then is saturated with a seasoned mixture of whisked milk and eggs.
When baked, the custard sets and the cheeses melt into the pasta, resulting in a luxuriously gooey, yet light and fluffy mac and cheese with the added bonus of a beautifully browned, crisp top.

Ingredients needed to make this mac and cheese without roux
- Pasta: Use macaroni pasta for a classic mac and cheese and only cook the pasta until al dente to prevent it from becoming overly soft. You can also use elbow or penne pasta.
- Cheese: This recipe calls for sharp cheddar, Gruyere cheese, and Parmigiano-Reggiano cheese. Feel free to experiment with other combinations, such as Pepper Jack, Colby, Monterey Jack, or Mozzarella.
- Butter: Dotted between the layers of pasta and shredded cheese for extra richness and moisture.
- Whole milk: Combined with the eggs and seasoning to form a rich egg custard that covers the entire assembled mac and cheese. Make sure you use whole milk for maximum flavor.
- Eggs: Bring to room temperature before whisking into the milk when making the egg custard mixture.
- Seasonings: Mustard powder, ground cayenne pepper, Worcestershire sauce, salt, and pepper get mixed into the egg custard to deepen the flavor profile of this mac and cheese.

How do you make this no flour mac and cheese
Prep and cook pasta:
- Preheat the oven to 400 degrees F and grease a 9×13 baking dish with cooking spray or butter. Set aside.
- Cook the pasta according to the package directions, minus 1 minute for al dente texture.
- Shred the cheeses in a large bowl and mix with your fingers to gently combine. Set it aside.
- Pour the milk into a bowl and whisk in the eggs until combined. Season the egg custard with mustard powder, cayenne pepper, Worcestershire sauce, salt, and pepper.

Assemble the mac and cheese:
- Spread 1/3 of the cooked pasta in the prepared dish.
- Sprinkle 1/3 of the grated cheese mixture over the pasta and dot with 1 Tbsp of butter.
- Repeat the process 2 more times, ending with pasta, cheese and butter.
- Pour the egg custard mixture over.
- Sprinkle with Parmigiano-Reggiano cheese.

Bake and serve:
- Place the assembled mac and cheese in the oven and bake for 45 minutes to 1 hour, depending on how crunchy and brown you want the top to be.
- Serve immediately and enjoy the gooey, hot, and cheesy goodness!

Serving
This mac and cheese is a hearty and complete meal that you can enjoy as a standalone vegetarian main with garlic bread or as a tasty side dish to Grilled BBQ Marinated Chicken, grilled shrimp, or marinated steak.
As the weather starts to get colder, consider enjoying a crisp and light holiday-inspired Green Salad with Apples or add a touch of sophistication to your meal with this stunning Poached Pear salad – the perfect way to turn a casual meal into something that’ll impress the guests!
What’s a comforting main meal without an equally comforting dessert? Finish the meal off strong with a serving of Apple Cake with Custard Sauce, Maple Baked Pears with Honey Ricotta, or Cinnamon Pudding.

Sandy’s tips and substitutions:
- Storage: Store leftover no roux mac and cheese in an airtight container in the fridge for up to 3 days. Warm it in a large skillet over medium-low heat with a splash of milk or water to loosen the pasta.
- Freezing: Once completely cooled, store leftover no flour mac and cheese in an airtight container in the freezer for up to 3 months. Thaw overnight in the fridge and reheat individual servings in the microwave or larger portions in the oven or on the stovetop.
- Al dente pasta: Only cook the macaroni pasta until al dente. Since it will continue to soften and cook in the oven, subtract about 1-2 minutes from the package’s suggested cook time to avoid mushiness.
- Keep it light and fluffy: To prevent a dense mac and cheese bake, don’t push down on the pasta when assembling the mac and cheese layers in the baking dish.

- Use freshly shredded cheese: Avoid pre-shredded cheese as this is often coated in anti-caking agents for a longer shelf-life. This prevents the cheese from melting as well and also dulls the flavor.
- Don’t rinse the pasta: After draining the boiled pasta, do not rinse it. The starch clinging to it helps the egg custard adhere and thicken.
- The dots of butter matter: Don’t skip dotting with butter between layers! As it melts, it helps lubricate the pasta and encourages the cheese to melt into a luscious sauce.
- Check for doneness: The pasta bake is done when the top is golden brown and the center is set (not jiggly liquid). You can insert a knife into the center to check which should come out clean or with melted cheese, but not coated in loose, uncooked custard. You can increase the baking time to 1 hour depending on how crunchy and brown you like the top to be.

Variations:
- Meaty no roux mac and cheese: Ground beef or ground turkey would be a delicious and hearty addition to this mac and cheese. If you opt for ground beef, use lean ground beef (80% – 90%) as a way to reduce excess grease.
- Taco mac and cheese: Use shredded Mexican cheese, taco seasoning, mix in ground meat, and Rotel tomatoes. Serve with a topping of sour cream and your favorite salsa!
- Fall-inspired mac and cheese: Mix in pumpkin puree and softened chopped apple pieces, and swap out the seasonings for cinnamon and nutmeg.
- Smokey mac and cheese: Use smoked gouda, smoked paprika, and cook the assembled dish in a heated smoker or over direct heat using a grill with smoking wood.
- Gluten-free mac and cheese: Swap regular macaroni pasta for a sturdy GF variety like brown rice or chickpea pasta, which holds up well in the melty layers of cheese and egg custard.
- Infused milk: For deeper flavor, gently warm the milk (do not boil) with aromatics like a smashed garlic clove, a pinch of onion powder, or a bay leaf. Let it steep for 15 minutes, then cool slightly before whisking with the eggs.
- Crunchy topping: For an extra crunchy top, mix the final Parmigiano-Reggiano with a handful of panko breadcrumbs or crushed butter crackers (like Ritz) tossed with a little melted butter.

If you’re looking for dishes that are as comforting as this no roux mac and cheese and also provide a break from the heaviness of meat, make sure to try Creamy Mushroom Orzo with Ricotta, Vegetarian Lasagna Roll-Ups (with Cottage Cheese), or this 4 Ingredient Creamy Pasta Bake.
More mac and cheese recipes and ideas you may want to try:
- Smoker Macaroni and Cheese
- Pumpkin Apple Three Cheese Mac and Cheese
- Irish Mac and Cheese
- Macaroni and Cheese Dinner Board
- Taco Macaroni and Cheese

Get the Recipe:
No Roux Mac and Cheese
Ingredients
- 1 pound macaroni, elbow or penne
- 2 8 ounce blocks Sharp Cheddar Cheese, (4 cups grated)
- 4 oz Gruyère cheese, grated (1 cup)
- 3 Tbsp butter
- 1 qt whole milk, 4 cups
- 2 eggs
- 2 tsp ground mustard
- 2 tsp cayenne pepper
- 1 tsp Worcestershire sauce
- 1 tsp. salt
- 1 tsp. black pepper
- 8 oz Parmigiano-Reggiano cheese, grated (divided)
Equipment
Instructions
- Preheat the oven to 400 degrees F and grease a 9×13 baking dish with cooking spray or butter. Set aside.
- Cook the pasta according to package directions, minus 1 minute for al dente texture.
- Shred the cheeses in a large bowl and mix with your fingers to gently combine. Set it aside.
- Pour the milk into a bowl and whisk in the eggs until combined. Season the egg custard with mustard powder, cayenne pepper, Worcestershire sauce, salt, and pepper.
- Spread 1/3 of the cooked pasta in the prepared dish.
- Sprinkle 1/3 of the grated cheese mixture over the pasta and dot with 1 Tbsp of butter.
- Repeat the process 2 more times, ending with pasta, cheese and butter.
- Pour the egg custard mixture over.
- Sprinkle with Parmigiano-Reggiano cheese.
- Place the assembled mac and cheese in the oven and bake for 45 minutes to 1 hour, depending on how crunchy and brown you want the top to be.
- Serve immediately and enjoy the gooey, hot, and cheesy goodness!
Notes
Tips and substitutions:
- Storage: Store leftover no roux mac and cheese in an airtight container in the fridge for up to 3 days. Warm it in a large skillet over medium-low heat with a splash of milk or water to loosen the pasta.
- Freezing: Once completely cooled, store leftover no flour mac and cheese in an airtight container in the freezer for up to 3 months. Thaw overnight in the fridge and reheat individual servings in the microwave or larger portions in the oven or on the stovetop.
- Al dente pasta: Only cook the macaroni pasta until al dente. Since it will continue to soften and cook in the oven, subtract about 1-2 minutes from the package’s suggested cook time to avoid mushiness.





