This no-boil mac and cheese is extra cheesy and incredibly creamy, made with Velveeta plus shredded sharp cheddar and mozzarella for a rich, gooey casserole that’s easy to prepare. It’s a great fix-it-and-forget-it weeknight dinner or a hearty side for classic family meals.

This baked casserole combines Velveeta for smooth creaminess with shredded cheddar for sharp flavor and mozzarella for that irresistible stringy melt. Because the pasta bakes in the milk mixture, there’s no need to boil noodles first, which keeps cleanup simple and the process low-effort.
Serve this dish as a main course or as a rich side alongside a meatloaf, roasted chicken, or any comforting family dinner. If you enjoy no-boil versions of mac and cheese, this recipe is an easy, satisfying option that delivers classic, creamy results.
Recipe Highlights
- One-dish prep: Macaroni cooks in the milk mixture right in the baking dish—no pot to boil or colander to clean.
- Extra cheesy: A mix of Velveeta, sharp cheddar, and mozzarella creates a creamy, flavorful sauce and a stretchy finish.
- Simple ingredients: Basic pantry staples make this recipe easy to pull together quickly.
Ingredients
This recipe relies on three cheeses—Velveeta for smoothness, sharp cheddar for flavor, and mozzarella for melt and stretch.

- Whole milk: The base for the sauce; provides needed fat for a creamy texture.
- Seasonings: Kosher salt, ground mustard, and garlic powder to round out the flavor.
- Hot sauce: A small splash adds brightness and a touch of acidity without making the dish spicy.
- Elbow macaroni: Dry pasta goes straight into the milk mixture; no pre-boiling.
- Velveeta: Thinly sliced for easy layering; it helps create a smooth, velvety sauce.
- Salted butter: Thin slices tucked into the dish help with browning and richness.
- Shredded sharp cheddar: For bold, classic mac and cheese flavor.
- Shredded mozzarella: For excellent melting and a stringy, gooey finish.
See the recipe card below for exact quantities.
Directions
Preheat the oven to 350°F (177°C) and lightly spray a 9×13-inch baking dish with nonstick spray. Using the proper dish size ensures the dry pasta is submerged in liquid for even cooking.

- Whisk the milk, kosher salt, ground mustard, garlic powder, and hot sauce directly in the prepared baking dish until combined.
- Add the uncooked elbow macaroni and spread it into an even layer so pieces are evenly submerged.
- Layer the sliced Velveeta over the pasta, then sprinkle half of the shredded cheddar and half of the shredded mozzarella over the top. Arrange thin slices of salted butter and gently press them into the milk so they sit just above the pasta.
- Cover the dish tightly with aluminum foil and bake for 45 minutes. The pasta will absorb most of the liquid and begin to soften.
- Carefully remove the foil. If the pasta still seems undercooked or a lot of liquid remains, bake uncovered for an extra 5 minutes before continuing.
- Sprinkle the remaining shredded cheddar and mozzarella over the top and bake, uncovered, for about 10 more minutes, until the cheese is fully melted and bubbling.
- Let the casserole rest for about 10 minutes before serving so the sauce thickens slightly and portions hold their shape.



Substitutions and tips
- Milk: The recipe uses whole milk for richness. Other milks may alter texture and have not been tested here.
- Hot sauce: Use any mild hot sauce or omit it altogether—its role is to add a subtle tang, not heat.
- Mustard powder: If you prefer, substitute 1 teaspoon of Dijon mustard or omit it for a milder profile.
- Pasta: Small shapes like elbows or small shells work best so they cook evenly in the milk. Larger or uniquely shaped pastas may require extra baking time.
- Velveeta: Velveeta helps create the ultra-smooth texture; using a similar processed cheese product will produce comparable results. If you prefer all-natural cheeses, expect a slightly different, less uniformly smooth sauce.
- Shredded cheeses: Swap in Monterey Jack, Fontina, or pepper jack to vary flavor. Freshly shredded cheese melts more smoothly than pre-shredded varieties.

Frequently asked questions
This method saves time and reduces dishes because the dry pasta cooks in the sauce base inside the baking dish. It’s convenient when you’re preparing multiple dishes or want a hands-off casserole.
Recipe
No-Boil Mac and Cheese
This no-boil mac and cheese is extra cheesy and super creamy, made with Velveeta, shredded sharp cheddar, and shredded mozzarella.
Author: Kelsey Smith
Prep time: 10 minutes
Cook time: 1 hour
Total time: 1 hour 10 minutes
Servings: 8 people
Ingredients
- 4 cups whole milk
- 1 teaspoon kosher salt
- 1 teaspoon ground mustard
- 1 teaspoon garlic powder
- 1 teaspoon hot sauce (optional)
- 8 ounces dry elbow macaroni (about 2 cups)
- 8 ounces Velveeta Original, thinly sliced
- 1 cup shredded sharp cheddar, divided
- 1 cup shredded mozzarella, divided
- 4 tablespoons salted butter, thinly sliced
Instructions
- Preheat oven to 350°F. Spray a 9×13-inch baking dish with nonstick spray.
- Combine milk, salt, ground mustard, garlic powder, and hot sauce in the baking dish.
- Add the uncooked elbow macaroni and spread in an even layer.
- Layer Velveeta slices over the pasta, then sprinkle half of the cheddar and mozzarella. Top with butter slices.
- Cover tightly with aluminum foil and bake 45 minutes. Check that most liquid is absorbed and the pasta is tender; bake an extra 5 minutes if needed.
- Remove foil, top with the remaining shredded cheddar and mozzarella, and bake 10 more minutes until the cheese melts and bubbles.
- Let rest about 10 minutes before serving.
Notes
Adapted from a popular no-boil macaroni and cheese method. After baking, the milk may appear slightly curdled—this is normal and results in a creamy sauce once stirred. To make ahead, assemble the casserole the night before, keep covered in the refrigerator, and bake the next day.
Nutrition (per serving)
Calories: 419 kcal • Carbohydrates: 36 g • Protein: 21 g • Fat: 21 g • Sodium: 1034 mg • Calcium: 483 mg
More Pasta Recipes
If you enjoy this cheesy casserole, try other comforting pasta dishes for weeknight dinners or family meals.
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Tuna Pesto Pasta -

Kraft Chili Mac and Cheese -

One Pot Philly Cheesesteak Pasta with Ground Beef -

Easy Lemon Parmesan Orzo



