My neighbor brought this to a potluck once and everyone asked for the recipe. This cozy 4-ingredient dish is unbelievably creamy and filling.

My neighbor showed up to a neighborhood potluck with this simple macaroni and potato casserole, and I watched an entire table of adults hover over the dish until the last scoop was gone. Everyone kept saying, “Wait, how is this so creamy?” and then did a double-take when they heard it was only four ingredients. This is the kind of cozy, stick-to-your-ribs comfort food that feels like a hug after a long workday—minimal prep, everyday ingredients, and the oven does most of the work. It’s very Midwestern in spirit: carb-y, cheesy, and made to feed a crowd without a lot of fuss.

This casserole is hearty enough to be the star of the plate, but I like to balance it with something fresh and bright on the side—think a simple green salad with a tangy vinaigrette or steamed green beans with a squeeze of lemon. It also pairs really well with roasted or grilled chicken, meatloaf, or baked ham if you want more protein on the table. For a potluck, I set it out with a bowl of sour cream and a jar of hot sauce so people can dress up their servings however they like.

Servings: 6-8

2 cups uncooked elbow macaroni (about 8 oz)

Preheat your oven to 375°F (190°C). Lightly grease a 9x13-inch baking dish with butter or nonstick spray so the potatoes and pasta don’t stick.

Spread the uncooked elbow macaroni evenly over the bottom of the prepared baking dish. No need to boil it first—the pasta will cook right in the milk as the casserole bakes.

Layer the thinly sliced potatoes over the macaroni, overlapping them slightly like shingles. Try to keep the layer fairly even so everything cooks at the same rate.

Sprinkle 2 1/2 cups of the shredded cheddar cheese evenly over the potatoes, reserving the remaining 1/2 cup for the top later.

In a large measuring cup or bowl, whisk together the whole milk, salt, and black pepper (if using). Pour this mixture slowly and evenly over the macaroni, potatoes, and cheese in the baking dish, making sure the liquid seeps down into the corners.

Cover the dish tightly with aluminum foil. Bake on the center rack for 45 minutes, until the milk is bubbling around the edges and the potatoes are starting to soften.

Carefully remove the foil, sprinkle the remaining 1/2 cup shredded cheddar cheese over the top, and return the dish to the oven uncovered. Bake for another 20–25 minutes, or until the top is golden and bubbly and a knife slides easily through the potatoes and pasta in the center.

If you like a deeper golden crust, switch the oven to broil for 2–3 minutes at the very end, watching closely so the top doesn’t burn.

Remove the casserole from the oven and let it rest for at least 10–15 minutes before serving. This short rest helps the creamy sauce thicken up a bit so each scoop holds together and you get that perfect mix of macaroni, potatoes, and cheesy crust in every serving.

To keep the spirit of a cozy 4-ingredient dish, I like to treat everything extra as optional add-ons. For more flavor without much effort, you can stir 1 teaspoon of garlic powder or onion powder into the milk before pouring it over the casserole. If you want a little color and crunch, scatter thinly sliced green onions or chives over the top after baking. For a meatier version, tuck a cup of diced ham or cooked crumbled bacon between the layers of potatoes and pasta before adding the cheese. You can also swap some or all of the cheddar for another good melting cheese like Colby Jack, Monterey Jack, or Gruyère for a slightly different flavor. If you need to make this ahead, assemble the casserole up to the point of baking, cover tightly, and refrigerate for up to 24 hours; add 5–10 extra minutes to the covered bake time since it will be going into the oven cold. Leftovers reheat well in the oven or microwave with a splash of milk to bring back the creaminess.