My neighbor brought this to a potluck once and everyone immediately asked for the recipe. I still can't believe it only takes 3 ingredients to get unbelievably creamy!

This oven baked 3-ingredient macaroni and cheese bake is the kind of dish that disappears the minute it hits the potluck table. My neighbor brought it over to a church potluck years ago, and people were actually walking back to the kitchen to track her down for the recipe. No roux, no fancy cheeses—just dry pasta, whole milk, and shredded cheese baked together until the edges are golden and the center is unbelievably creamy. It’s the perfect throw-together comfort food for busy weeknights, family gatherings, or when you need something cozy that doesn’t ask much of you in return.

Serve this creamy macaroni and cheese bake straight from the glass baking dish while it’s still hot and bubbly. It pairs wonderfully with a simple green salad, steamed broccoli, or roasted vegetables to balance out the richness. For a heartier spread, set it next to baked chicken, meatloaf, or ham, and add a basket of warm rolls so everyone can scoop up every last bit of cheesy sauce from their plates.

Servings: 6

2 cups uncooked elbow macaroni (about 8 ounces)

Preheat your oven to 350°F (175°C). Lightly grease a 9x13-inch glass baking dish so the pasta doesn’t stick.

Pour the uncooked elbow macaroni evenly into the bottom of the glass baking dish, spreading it into a flat layer.

Sprinkle 2 cups of the shredded sharp cheddar cheese evenly over the dry pasta, making sure most of the noodles are covered with cheese.

Slowly pour the whole milk over the pasta and cheese, making sure it reaches all corners of the dish. Gently press down any pasta that isn’t touching the milk so everything is at least slightly submerged.

Cover the baking dish tightly with foil to trap the steam. Place the dish on the middle rack of the oven and bake for 30 minutes.

After 30 minutes, carefully remove the foil and stir the pasta well, scraping along the bottom and corners of the dish to loosen any bits that are starting to set. The mixture will look loose but will thicken as it bakes.

Sprinkle the remaining 1 cup of shredded cheddar cheese evenly over the top. Return the dish to the oven, uncovered, and bake for another 20–25 minutes, or until the pasta is tender, the sauce is creamy and thickened, and the edges are golden and slightly browned.

If you’d like a deeper golden top, you can broil the dish on the top rack for 1–2 minutes, watching closely so it doesn’t burn.

Remove from the oven and let the macaroni and cheese rest for 5–10 minutes. This short rest helps the sauce settle into a perfectly creamy texture. Serve warm right from the baking dish.

For extra creaminess, you can swap 1 cup of the whole milk for half-and-half, keeping the total liquid at 3 cups. If your family likes a stronger cheese flavor, use extra-sharp cheddar or mix half cheddar with a good melting cheese like Colby Jack, still keeping the total amount at 3 cups to stay within the 3-ingredient spirit. For kids who prefer a milder taste, use mild cheddar and slightly underbake by a few minutes so the sauce stays very soft and loose. If your oven runs hot, check the pasta 5–10 minutes early and give it a stir so the edges don’t overbrown before the center is done. You can also make this ahead: assemble the dish, cover, and refrigerate up to 4 hours, then add 5–10 minutes to the covered baking time before uncovering and finishing as directed. Leftovers reheat nicely in the microwave with a splash of milk stirred in to bring back that creamy texture.