Creamy, cheesy, and baked until golden, this one-pot mac and cheese skips all the usual steps. No boiling noodles, no stovetop, and no roux. Just stir everything together and let the oven do the work. The secret ingredient? Cottage cheese, which melts right into the sauce for a smooth, rich texture you can count on every time.

Southern Baked Mac and Cheese with Cottage Cheese (No Roux)
This recipe skips the stovetop. No roux. No boiling noodles. Just toss it all in one dish and let the oven work its magic.
Yep, you don’t even cook the pasta first. I know. I was skeptical too. But it works.
If I could only eat one comfort food for the rest of my life, it would probably be mac and cheese. It’s warm, cheesy, and familiar. Everyone has their special version. Maybe it’s one that cooks in a slow cooker, or a gooey Southern baked version. But if you haven’t tried making mac and cheese with cottage cheese baked right in? Oh wow. Game changer.
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Featured reader review
“I love this recipe. I’ve made it twice so far and it’s some of the best mac & cheese I’ve ever had. I mix the ingredients by hand and it works just fine, plus saves the cleanup for my lazy butt 😂 Thanks for posting!”
S.D.
It’s creamy. It’s cheesy. It’s shockingly low-effort. And thanks to the cottage cheese, it’s even smoother than your average baked mac. Not to mention it sneaks in a bit of protein while keeping things super yummy.
Wait, cottage cheese in macaroni and cheese?
I know, it sounds a little weird at first. But blended up with whole milk, and cheddar, it turns into this wonderful pasta dish. It gives it body without making it heavy.
And, if you forget to stir halfway through? I’ve done that more times than I want to admit. Still turns out great. It’s that forgiving.

What You’ll Need
Here’s what you’ll need for the magic to happen. I’ve listed the key players below, but check the recipe card for full amounts and instructions.

- Uncooked pasta – Elbows are classic, but rotini, cavatappi, or any curly shape work great. They trap the cheese like little spirals of joy.
- Cottage cheese – Blended smooth, it makes the sauce ultra creamy.
- Whole milk – Gotta go full-fat here. Skim won’t cut it.
Let’s Make It: Mac and Cheese with Cottage Cheese
Step 1: Mix it



Step 2: Bake



Let it rest for about 15 minutes before digging in.

A Few Helpful Notes
- Freezes well in portions. Just defrost and reheat with a splash of milk to loosen it up.
- If you’re short on time but still want the creaminess, you can use this stovetop version with evaporated milk instead. It’s also one-pot.
- You can make it ahead, just prep everything and refrigerate before baking. Let it come to room temp before sticking it in the oven.
If you’ve got a casserole dish and a blender (or a strong stirring arm), you’ve got everything you need to pull this off. It’s hands-off, and way better than anything from a box.
I’ve been making this for lazy weekends, busy weeknights, and even as a side for cookouts. It disappears every time. No one guesses it has cottage cheese.
Tools That Make This Mac and Cheese Creamy (Not Dry or Gritty)
If you want this mac and cheese to turn out creamy and smooth, not dry or grainy, the dish and tools you use actually matter more than you’d think.
A good baking dish cooks evenly so the edges don’t dry out before the center is done, and blending the cottage cheese properly is what gives this sauce that silky texture instead of something lumpy.
These are the ones I use:
- Pyrex 9×13 Glass Baking Dish – This is what I use because it heats evenly and keeps the edges from overcooking before the center is creamy.
- Cuisinart Food Processor – Blending the cottage cheese is what makes this sauce smooth instead of lumpy, this is what I use to get that creamy texture.
- Pyrex Glass Mixing Bowl Set – Great for mixing everything together before baking, I use these constantly.
- Aluminum Sheet Pan – I like to place the dish on a sheet pan while baking so it catches any overflow and makes it easier to handle.
If you loved this recipe, give it a star ⭐️⭐️⭐️⭐️⭐️ rating! Also, snap a picture of your finished dish and share it with me on Instagram using the hashtag #butterandbaggage and tagging me @butterandbaggage.
No-Boil Mac and Cheese That Comes Out Creamy Every Time
Ingredients
- 2 tablespoons butter, divided softened
- 1 cup cottage cheese
- 2 cups whole milk
- 1 teaspoon dry mustard
- ¼ teaspoon cayenne pepper
- ¼ teaspoon freshly grated nutmeg
- ½ teaspoon salt
- ¼ teaspoon black pepper
- 8 ounces sharp cheddar cheese grated
- 8 ounces mild cheddar cheese grated
- 8 ounces elbow pasta uncooked
Equipment
Instructions
- Preheat oven to 375º. Butter a 2 quart baking dish.
- In a food processor or blender, mix together 1 tablespoon butter, cottage cheese, milk, mustard, cayenne, nutmeg, salt and pepper until well blended. Once blended, add all but ¼ cup cheese and blend just a bit more.
- Pour into a large bowl and add uncooked pasta. Combine and pour into the prepared pan, cover tightly with aluminum foil and bake for 30 minutes.
- Uncover and stir, sprinkle with reserved cheese and dot with 1 tablespoon of butter. Bake uncovered for 20 minutes until browned. Let cool at least 15 minutes before serving.
Video
Barbara’s Tips + Notes
- Don’t forget to stir this half way through.
- If you don’t have a food processor, you can mix with an emersion blender or hand mixer or just stir.
- You can freeze left-overs and reheat in microwave or oven.





Rosalie says
I will try this out before Thanksgiving. Sounds easy and delicious. What about adding a breadcrumb or panko topping near the end?
Barbara Curry says
You can never go wrong with a panko topping. Try the one I use on my broccoli casserole.
Lynn says
This was a very yummy recipe, and I loved not having to cook the macaroni first. However, I made a huge mess blending the wet ingredients in the food processor.
Next time I will double the recipe and will use the immersion blender instead. Thank you Barb!
Barbara Curry says
I agree, an immersion blender is much easier.
Marilyn says
I just returned from store, no cottage cheese. Can I make this yummy looking Mac and cheese dish without it if I have plenty of other cheese?
Barbara Curry says
If all you have is cheese and cream, I would try this version: https://www.butterandbaggage.com/macaroni-cheese-pooles-diner/
Dorene says
I’ve made this recipe several times, it’s our favorite!! But the last time I made it using cavatappi noodles, smoked Gouda, and smoked cheddar! Amazing!!
Barbara Curry says
Those sound like great additions!
S.D. says
I love this recipe. I’ve made it twice so far and it’s some of the best mac & cheese I’ve ever had. I mix the ingredients by hand and it works just fine, plus saves the cleanup for my lazy butt 😂 Thanks for posting!
Barbara Curry says
Always nice when you can reduce clean up. I’m glad it’s a favorite. Thanks for the 5 star rating!
Carol says
Would this work using 1 percent milk instead of whole milk?
Barbara Curry says
Yes, you can use 1% milk, it won’t be quite as creamy, but since it has cottage cheese that will make it creamy enough that you won’t notice the difference.
Carol says
Thank you so much! 🙂 Can’t wait to try it!
DENISE says
Can’t wait to try this recipe. I original made a cottage cheese mac. In cheese version back in the 90s. From a recipe in a cookbook. Eating light. I can’t stand turning on the oven and I do have a one pot and I want to learn and learn and learn how to make anything and everything good in it. I will cherish this and comment after I make this recipe. Thank you very much. dk
Barbara Curry says
I hope you love it.
Rita says
This is a very tasty recipe! And, as you say, easy! I made the mistake of making it ahead of time and put it in the refrigerator for several hours before baking. The macaroni absorbed too much of the liquid during that time and I ended up with a not so creamy Mac and cheese. My only suggestion is to bake it as soon as all the ingredients have been combined! It truly IS a good recipe!
Barbara Curry says
Thanks for the tip and I’m glad it still worked out.
Linda says
I loved how easy this was to make! I stirred by hand to keep it really simple. Tasted great, but for some reason a little “grainy”. Maybe it will be creamier/smoother if using food processor or blender! Great recipe! Thank you!
Barbara Curry says
It will be smoother if you mix it, but it still tastes the same.
Linda says
I will try that next time! Taste was delicious! Thanks for your reply 🙂
Christina says
I followed the directions exactly but ended up with a mac and cheese ‘brick.’ The pasta absorbs all the liquid in the casserole and was inedible.
Barbara Curry says
I’ve never had that happen. The only thing I can think of is that there was not enough liquid. I’m sorry it didn’t turn out for you.