How to make macaroni and cheese without milk

Do you ever get home with mac and cheese on your mind, start getting everything ready, and realize you don’t have milk? This Mac and Cheese (Without Milk) solves that problem using a few other key dairy ingredients in its place.

Jump to:

• What You’ll Need
• How to Make
• Variations
• How to Store
• How to Pair
• More Recipes You’ll Love
• 📖 Recipe
• 💬 Comments

You can easily replace that missing milk with a combination of cream and cream cheese. Add tangy, creamy white cheddar and rich mozzarella to create a decadent, wonderfully velvety cheese sauce.

Besides the pasta (my all-time favorite comfort food), the delicious breadcrumb topping is my favorite part of the dish. The breadcrumbs are mixed with fresh parsley, garlic, and lemon zest for some needed crunch and brightness to contrast the super rich cheese sauce.

To make this a complete meal, try adding some broccoli that’s been simply blanched, or add some roasted broccoli for a dish that feels more upscale. You could also make a simple side salad or a side of roasted or sautéed vegetables of your choice.

What You’ll Need

Pasta and Cheese Sauce

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• Medium Shells Or another dry pasta that you have on hand. You could try cavatappi, elbow macaroni, campanelle, or any other short, small, relatively tubular pasta. I would stay away from long, thin varieties like spaghetti or linguine.
• White Cheddar I recommend buying this in a block and shredding yourself to avoid the anti-clumping agents in pre-shredded cheese.
• Fresh Mozzarella I also recommend buying this in its original form instead of shredded.
• Shallot I use a small shallot here but feel free to use a larger shallot if you are a big fan.
• Butter I almost exclusively use unsalted butter so that I can control the seasoning in my cooking. If you only have salted butter, I would dial back the salt in the recipe.
• Cream I used heavy cream here, but you could likely get away with using half and half. Just keep in mind that the sauce will be thinner and you may need to add additional cheese or cook the sauce for a bit longer depending on your desired consistency.
• Cream Cheese It will be much easier to incorporate if you use softened, room temperature cream cheese.
• Kosher Salt I buy this 3-pack of Diamond Crystal Kosher Salt and it lasts for a very long time. It’s important to keep in mind that kosher salt will affect the flavor of your food differently—it is a different shape than table salt and sea salt, and delivers less “salty” flavor per teaspoon because it is less compact.
• Nutmeg Just a pinch of nutmeg adds a nice warmth to this dish.
• Mustard Powder Like the nutmeg, just a bit of mustard powder adds warmth and a hint of tanginess.

Breadcrumb Topping

• Breadcrumbs Panko is by far the best option here. It is light, holds its crunch longer, and coats the dish more evenly.
• Butter I again recommend unsalted butter here in place of salted butter.
• Kosher Salt I would omit salt if using salted butter. Taste the breadcrumb mixture when it is finished to see if it needs any more salt.
• Fresh Garlic One small clove is perfect for this dish.
• Fresh Parsley This adds some needed freshness to the dish.
• Lemon Zest This adds brightness to an otherwise heavy dish.

How to Make

• Boil the pasta
• Make the cheese sauce
• Toast the breadcrumb mixture
• Top the finished mac and cheese with the breadcrumbs
• Eat up!

Variations

• If you want to add something healthy to this dish, I recommend broccoli. You can add some chopped blanched broccoli, or for something that feels even more special, try Roasted Tenderstem Broccoli.
• Try different types of pasta here – traditional elbow macaroni, cavatappi, or campanelle would all be great.
• You can switch up your breadcrumb topping with different herbs. Try adding some basil or dill.

How to Store

You can store your cooked macaroni and cheese for 3-5 days in the fridge. You can reheat it in the microwave or in the oven.To reheat in the oven, add a tablespoon of milk or cream, mix into the mac and cheese, then place in a 350°F oven for 20-30 minutes, or until heated through.

It is, however, always best when it’s just finished cooking and right out of the pot!

Store the breadcrumb topping separately. It will also last for 3-5 days refrigerated. Reheat it in a pan with a little bit of butter or pan spray until crisp.

I do not recommend freezing this dish as the texture can get pretty strange.

How to Pair

This pasta can be served as a standalone meal. It is also great with a veggie side like:

• Roasted Tenderstem Broccoli
• Roasted Cherry Tomatoes on the Vine
• Simple Green Salad

Try it alongside your favorite protein, too, like these Italian Chicken Cutlets or these delicious Traeger Smoked Beer Brats!

More Recipes You’ll Love

Try these great pasta and pasta sauce recipes:

Penne al Baffo

Pasta Aglio Olio e Peperoncino

Almond Pesto

📖 Recipe

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