This Macaroni and Cheese recipe uses just four ingredient for a quick and easy dish to satisfy your macaroni and cheese cravings. It uses an unusual cooking technique to achieve creamy, soft noodles with much less prep time.

When I first came across this recipe for Three Ingredient Macaroni and Cheese on She Makes and Bakes, I didn’t think too much of it. After all macaroni and cheese is technically just noodles and cheese right? You could potentially even make it to be two ingredients, but all the other ingredients make it creamier, add flavor depth, etc.

I became more intrigued once I read the recipe though because rather than boiling the noodles in water, you cook them in milk and then add in the melted cheese. I was really curious what cooking the noodles in milk would do to the dish. Plus not having to add all the other ingredients made this recipe seem more manageable during my busy weekend. Cooking the noodles directly in the milk also cuts down the number of steps in the typical stove top macaroni and cheeserecipe dramatically.

One thing I learned the hard way is that you really have to be at the stove the entire time because with the noodles boiling in only 2 cups of milk, it’s really easy for the noodles to stick to the bottom and burn.

Cooking the noodles in milk really did make a difference. The noodles seemed creamier, and there was another dimension to the flavor. I didn’t think that this could replace some of my favorite stove top recipes that take a little more time and more ingredients, but it was fun to try and it would come in handy when you need some quick and simple and have a huge craving for mac and cheese.

Check out the rest of my macaroni and cheese recipes here!

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Four Ingredient Macaroni and Cheese

Yield: 25 mins

Prep Time: 5 mins

Cook Time: 20 mins


2 cups elbow macaroni
2 cups skim milk
1 1/2 cups shredded cheddar cheese
1 tsp mustard powder


Bring milk. mustard powder and macaroni to a simmer/low boil in a saucepan and cook for about 20 minutes until noodles are al dente or to desired doneness. Stir constantly and make sure noodles do not stick to bottom. Remove from stove and add in cheese and stir until cheese is completely melted. Serve warm.

Adapted from She Makes and Bakes


20 Responses to “Four Ingredient Macaroni and Cheese”

  1. Ann P. — May 30, 2012 at 8:15 am

    I’ve never tried that milk-boiling method, because i’ve been afraid that the milk proteins would all coagulate after simmering so long, but if you say it works, I’m gonna try it!

    • Kirbie replied: — May 30th, 2012 @ 8:44 pm

      If you continue stirring the milk doesn’t coagulate. At least not for me.

  2. Robb E. — May 31, 2012 at 11:14 am

    What kind of cheddar did you use? I’m all too familiar with how certain cheddars have more oils etc in them, and can make all the difference.

    • Kirbie replied: — May 31st, 2012 @ 3:53 pm

      I dont know what kind of cheddar I use. I just buy whatever is on sale labeled cheddar cheese. Usually the brand I buy is Sargento.

  3. Emily @ She Makes and Bakes — June 1, 2012 at 5:37 am

    So glad you liked it….yes, there is a lot of stirring involved as you don’t want the milk to boil and the noodles to stick. It’s a nice change to the normal mac and cheese. Thanks for the link to my site!

    • Kirbie replied: — June 1st, 2012 @ 7:57 pm

      I did like it! Though my first attempt ended up with a burned pot because I left it alone a little too long. hehe

  4. Allison — June 5, 2012 at 6:56 am

    So glad I found this! I’m going to pick up some cheese today so I can RT this for my daughter tonite. She’s super picky

    • Kirbie replied: — June 5th, 2012 @ 9:57 am

      I hope she likes this.

  5. J — January 22, 2013 at 9:18 am

    Hi there! May I know what is the mustard powder for in this recipe? I was thinking if there’s anything I could replace with :)

    • Kirbie replied: — January 22nd, 2013 @ 9:32 am

      Mustard powder comes in one of those small spice containers that you can get at the grocery store along with stuff like paprika, onion powder, garlic powder, etc.

  6. Tiana — July 21, 2013 at 7:35 pm

    Would it make a huge difference if I leave out the mustard powder? Or could I use mixed herbs like oregano, paprika, thyme instead?

    Thanks! :)

    • Kirbie replied: — July 22nd, 2013 @ 7:59 am

      I really like the addition of the mustard power because it elevates the taste of the mac n cheese and most homemade mac n cheese recipes use mustard powder so you aren’t just eating melted cheese and noodles. Mixing the other spices isn’t really the same and might actually make it taste weird. You can try it without the mustard powder. It won’t be horrible, but it might taste overwhelming of just melted cheese and noodles.

  7. Holly — January 28, 2014 at 10:31 am

    I didn’t have mustard powder (and I despise the flavor of mustard) so I added garlic powder and a little bit of pepper. Really enhanced the flavor. Will definitely be making this again!

    • Kirbie replied: — January 28th, 2014 @ 12:30 pm

      glad you like it!

  8. natasha — January 28, 2014 at 3:44 pm

    i did like the milk method in terms of making it creamy, but my mac n cheese turned out very very bland :/ all i could taste was the starch of the pasta. could it be the cheddar i used?

    • Kirbie replied: — January 29th, 2014 @ 10:41 am

      I’d recommend using a sharp cheddar cheese for the best flavor. Also sprinkle some pepper too

  9. Patty — February 10, 2014 at 6:27 am

    Can you bake your end result before serving? If so, for how long would you recommend? I love mac and cheese crunchy, not creamy. Thanks!

    • Kirbie replied: — February 10th, 2014 @ 1:54 pm

      I don’t see why not. Time-wise, I’m not sure how long. I’d probably sprinkle with breadcrumbs and do 15-20 minutes.

  10. Linda — September 21, 2016 at 5:05 am

    Is there a reason skim milk is used instead of whole milk?

    • Kirbie replied: — September 23rd, 2016 @ 12:30 pm

      I think it can work with whole milk though you may need to add more whole milk since whole milk is thicker than skim.

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