The beauty of this recipe is there is no added flour, butter or oil - allowing the flavor of the cheese(s) to shine through. I used smaller macaroni pasta as I love the slippery silky mouthfeel, and there are more little elbows to catch the sauce. (serves 4-6)

If you want to make a vegan version of this, use almond or cashew milk, and a meltable vegan cheese like the Parmela brand, and add some brewer’s yeast with the breadcrumbs on top to get that “parmesan” flavor.





2 cups dry elbow macaroni or a small tubular pasta like pennete or penne

1/2 cup cold milk

2 cups shredded cheese (I used equal parts mild cheddar, sharp cheddar and mozzarella)

1 cup grated parmesan + 2 TB for sprinkling

1/4 cup panko or seasoned breadcrumbs


  1. Put 2 cups of shredded cheese and 1 cup of grated parmesan in a food processor. While processing, add cold milk, a tablespoon at a time, until cheese becomes a smooth paste. Remove from your food processor and set aside.

  2. Put 4 quarts of water on to boil in a pan (do NOT salt). When actively boiling add the macaroni or penne and cook until soft and barely chewy.

  3. Remove the pasta from the pan, reserving a cup of the boiling pasta water.

  4. Put the hot pasta in a bowl (sprayed with vegetable oil spray) and add the cheese paste immediately. Stir thoroughly and then start to add the boiling pasta water an ounce at a time until you have a smooth creamy sauce.

  5. Taste now and season with salt and pepper.

  6. Pour your mac and cheese into an ovenproof dish or little casseroles that have first been greased with vegetable oil spray. Sprinkle with panko or breadcrumbs, top with a little extra parmesan, and put in a 350 oven until bubbly and golden brown.

  7. Let sit to set for 5 minutes and then serve. Enjoy!


  1. Way ahead of time you can make this cheese paste, pipe onto a plate or put into ice cube trays and FREEZE THEM FOR LATER USE. Just think how easy it would be to grab a few chunks of this cheese paste, cook up some pasta, add these, along with some pasta water, and voila! Instant meal!

  2. For your picky eaters, add some grated zucchini (use yellow squash - it camouflages well) or grated butternut squash, and add to the cheese paste. It will literally melt into the pasta and add a nutritional boost. Similarly, you could add a squash puree or riced cauliflower into the mix for added flavor and a nutritional boost.

  3. To elevate this dish for adults only, add some smoked paprika, shredded roast chicken, and peas or asparagus tips to the mac before putting it into the oven. Alternately, adding tuna, some dried tarragon and a splash of white wine or champagne vinegar to the mix would be delicious.

  4. Be mindful of the cheese mix you use - if all are salty (like a mix of feta, sharp cheddar and romano, for example), it may be too salty. So just choose one, and make sure NOT to salt the pasta water and don’t use salted butter, so you can control the flavor, through and through. Have fun playing with a smoked cheese in the mixture - extra depth of flavor - especially if served with some ribs or other BBQ. The possibilities are endless!

Shredded cheese, parmesan and cold milk, processed into a paste.

Shredded cheese, parmesan and cold milk, processed into a paste.