macaroni and cheese

Macaroni and Cheese Without Milk & Flour

Macaroni and Cheese is a classic recipe and everyone’s favourite. There are a thousand ways to make this recipe and this is mine. I no way do I claim this recipe to be an authentic version. This macaroni and cheese recipe is very personal and I have been making this for as long as I can remember. I usually skip the milk and the flour in this recipe, as I feel it makes the entire meal way too heavy. For a home cooked meal, I like to keep it simple, and use a little bit of cream and hot water as the binding agent, and there is absolutely no compromise on the amount of cheese!

macaroni and cheese

What makes this macaroni and cheese recipe so special?

There are several reasons why this macaroni and cheese recipe is special.

-Probably the easiest mac and cheese recipe there is!

It cannot get easier than this. This recipe is made straight in a skillet and there is no oven needed whatsoever. You can always put some extra cheese on the top and bake it until golden brown to make it a little more special. But if you want to skip that part, it is fine too!

-The best topping (other than cheese)

The second best part about this macaroni and cheese recipe is that delicious topping of panko breadcrumbs, seasoned with salt and pepper. This topping makes a world of a difference to the flavour profile and elevates this recipe to a whole new level. It is a must if you make this, as the recipe is otherwise pretty simple.

macaroni and cheese

Good quality macaroni is a must!

The market has a wide variety of macaroni, but this recipe requires for one that is sturdy and does not melt too quickly. Go for a brand that has superior quality elbow macaroni, and skip the flimsy ones that you might make for an Indian style macaroni pasta. This is because the macaroni will cook in the base of cream and hot water, and it needs to maintain its shape and not disintegrate into the sauce. Clumpy or mashed macaroni is a nightmare when it comes to a good macaroni and cheese.

macaroni and cheese

Here’s a look at the recipe.

Preparation time – 15 minutes

Cook time – 35-40 minutes

Serves – 4


  • 1 cup breadcrumbs
  • 1/4 tsp black pepper powder (for flavouring the breadcrumbs)
  • 1 cup elbow macaroni
  • 2 tbsp cooking oil (any neutral oil like Sunflower/Canola etc.)
  • 2 tbsp butter (25 grams)
  • 1 cup finely chopped onions
  • 3 medium cloves of garlic, finely chopped
  • 6 cups of boiling hot water
  • 3 cups elbow macaroni
  • 1/2 cup fresh cream
  • 1/2 tbsp freshly ground black pepper powder
  • 1/2 tsp Oregano
  • 1/2 tsp chilli flakes (optional)
  • 1 tsp dried mix herbs (if any)
  • Salt to taste
  • 150 g grated processed cheese 


  1. Heat a skillet and add the breadcrumbs. Keep stirring the breadcrumbs on medium to low flame till they start to turn golden brown. Do not burn.
  2. Season the breadcrumbs with salt and black pepper powder. Set aside for later.
  3. Heat oil in a skillet or pot. Add the butter and mix the two fats. Add the chopped onions and saute till they turn aromatic and slightly golden brown.
  4. Once the onions are soft, add the garlic and saute till it assimilates with the oils and the onion.
  5. Once the onions and garlic is cooked and do not contain any rawness, add the hot water and the cream. Mix well and let it come to a boil.
  6. Add the elbow macaroni into the boiling base and stir well.
  7. Season with salt, black pepper powder, and the herbs. I like to add chilli flakes for some heat, you can skip it if you do not want it.
  8. Once everything is well combined, cover and let the macaroni cook on medium to low flame for 10-15 minutes (or till soft). Keep checking from time to time to prevent it from burning.
  9. Take lid off and stir till you get a creamy consistency. Add in the rest of the cream and cheese and mix well.
  10. Serve hot with a generous topping of the toasted breadcrumbs. Enjoy! 

macaroni and cheese

macaroni and cheese

I hope you try this delicious macaroni and cheese recipe soon. It is a slight deviation from the traditional recipe, but tastes lighter and extremely delicious!

If you have any doubts, comments, or feedback, please reach out to me in comments or my social media handles.

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Happy cooking!


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