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Easiest No-Boil Brie Mac and Cheese. Make this on nights when you need a recipe loved by all that takes almost no effort to make! You can’t mess this mac and cheese up! Dry pasta shells baked together with milk, 4 types of cheese, and a buttery Ritz cracker topping. No pre-boiling pasta or messing around with cheese sauce, simply bake and enjoy – so simple and so yummy. Everyone adores this special mac and cheese!

Easiest No-Boil Brie Mac and Cheese |

Did you know that mac and cheese is one of the most popular Thanksgiving side dishes aside from all the potatoes, sweet potatoes, and stuffing? Apparently, mac and cheese is right up there in the top 4 with green bean casserole just below or above depending on the state.

Who knew? Surely not me. I didn’t grow up with mac and cheese served at Thanksgiving, but geez, my brothers and I were really missing out. We would have loved a plate of mac and cheese over whatever it was we were eating (usually something “fancy” that we did not enjoy, like glazed carrots).

Easiest No-Boil Brie Mac and Cheese |

Anyway, when my cousin Abby mentioned to me that mac and cheese is one of her favorite Thanksgiving side dishes. That’s when I knew this year would be a good year to share this recipe.

It’s actually a rift off of a recipe I made back in 2013. It’s my creamy brie mac and cheese that I actually still make, even nine-ish years later!

I love that mac and cheese, but I had the idea to make it simpler. No boiling, no cheese sauce, nothing fancy. It’s what we NEED on Thanksgiving.

This turned out just so wonderfully delicious. It’s special, not like a classic mac and cheese, but better in its own way. Creamy, extra cheesy, and so yummy with cubes of brie cheese!

Easiest No-Boil Brie Mac and Cheese |

The details

Locate the perfect baking dish. I like to use something with lower sides so the top of the mac and cheese can become just a little crisp.

Then mix everything together. And I really mean pretty much everything. The dry pasta, cheeses, milk, sour cream, and seasonings. For the pasta use a smaller shape like elbow macaroni or shells. They’ll cook the best.

Cover the dish with foil, then bake. What happens is the milk bakes into the pasta while the cheeses melt. It works so well, you will be shocked, but pleased.

Easiest No-Boil Brie Mac and Cheese |

While the pasta is baking, mix the Ritz cracker up with a little butter and seasonings. Don’t skip the crackers, I think they make this mac and cheese really good!

Top the mac and cheese off with the remaining cheeses and sprinkle over the Ritz. Bake until everything is melted and the sauce is bubbling.

It’s going to smell delicious! The crackers really are the key though, I love them.

You can prepare this ahead of time, then just bake it off before you would like to serve. It’s the perfect easy Thanksgiving side or dinner!

If you’re looking to impress with a side dish, make this. As I’ve said, it’s loved by everyone. You can’t go wrong!

Easiest No-Boil Brie Mac and Cheese |

Looking for other Thanksgiving sides? Here are a few ideas: 

Bourbon Sweet Potato Casserole with Sweet ‘n’ Savory Bacon Pecans

Shredded Brussels Sprout and Prosciutto Salad

Hasselback Butternut Squash with Sage Butter

Crispy Parmesan Thyme Sweet Potato Stacks

Winter Pomegranate Salad with Maple Candied Walnuts

Citrus Avocado Salad with Orange Tahini Vinaigrette

Kale Caesar Salad with Sweet Potatoes and Crispy Chickpeas

Lastly, if you make this Easiest No-Boil Brie Mac and Cheese. be sure to leave a comment and/or give this recipe a rating! Above all, I love to hear from you guys and always do my best to respond to each and every comment. And of course, if you do make this recipe, don’t forget to tag me on Instagram! Looking through the photos of recipes you all have made is my favorite!

Easiest No-Boil Brie Mac and Cheese

Prep Time 10 minutes
Cook Time 45 minutes
Total Time 55 minutes
Servings: 8
Calories Per Serving: 436 kcal

Nutritional information is only an estimate. The accuracy of the nutritional information for any recipe on this site is not guaranteed.



  • 1. Preheat the oven to 375° F. Butter a 9×13-inch baking dish.
    2. To the baking dish, add the dry pasta, half of each shredded cheese, the milk, sour cream, ground mustard, cayenne, and 1/3 cup water. Season with salt and pepper. Stir to combine. Push the cubes of brie into the pasta. Tightly cover the baking dish with the foil. Bake for 25 minutes.
    3. Meanwhile, in a bowl, mix the Ritz with the butter, onion powder, garlic powder, and paprika.
    4. Uncover the pasta and sprinkle over the remaining shredded cheese. Top evenly with the Ritz. Bake another 15-20 minutes, or until the cheese is melted and bubbly. Remove from the oven. Dig in and enjoy!
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Easiest No-Boil Brie Mac and Cheese |

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  1. Hey, can’t wait to try this recipe!! I noticed that you mentioned 1/3 cup of water in the directions but that’s not listed on the ingredients, just double checking if it’s needed or not. Thank you and Happy Thanksgiving!

    1. Hi Jamie,
      Please use 1/3 cup of water, I never include it in the ingredients list because it is not something that needs to be purchased:) Please let me know if you have any other questions! xT

    1. Hi Amy,
      I’ve not tested this recipe in the slow cooker, I bet it would work for you though! Please let me know if you give the recipe a try, I hope you love it! xx

  2. Hi there! Wondering if I could substitute gf noodles? Would it still work to put them in dry or would they get mushy? Looking for a gf Mac and cheese recipe and this sounds amazing!

    1. Hey Natale,
      You should be just fine to use the gluten free noodles and follow the recipe as written:) Please let me know if you have any other questions! xx

  3. HI! I saw that you mentioned you can easily prep this the night before. So is it okay for the pasta to soak in the milk overnight? It won’t ruin anything?

    1. Hey Ali,
      Yup, it will be just fine:) I hope you love this recipe, please let me know if you have any other questions! xx

  4. I want to make this for thanksgiving! I’m not sure about the Brie though. Can I omit it or replace with another cheese? Do you have one you recommend? Thanks! 🙂

    1. Hey Alex,
      Sure, you can just skip the brie or even add some cream cheese, that would work well for you! Please let me know if you have any other questions! I hope this turns out tasty! xT

    1. Hey Jamie,
      You bet, just make up until the baking point and then cover and pop in the fridge. Please let me know if you have any other questions! Happy Friday! xT

      1. Hi Heather! Did you put the GF Barilla noodles in dry and keep recipe the same? Just want to make sure they don’t get mushy! Thanks 🙂

    1. Hi Molly,
      Yes, that will work well for you! Please let me know if you have any other questions, I hope this recipe is delish! xx

  5. I made this for dinner tonight. It has great taste but was very dry! How can I moisten the leftovers, add more milk and bake longer?

    1. Hey Emily,
      Thanks for giving the recipe a try! To reheat, I would add more milk, cover with foil, and heat on low. I hope this helps! xx

    2. 4 stars
      I made last night and mine was dry, too. Then I realized I had overlooked adding the 1/3 cup water. 🤦‍♀️Anxious to try again not skipping that step and maybe adding a little more salt and crushed red pepper flakes. Thank you, Tieghan, for so many yummy recipes!

  6. What if I want to make this ahead?? Can I do the last step in the oven later or does it all need to be done at once? Idk if it’ll mess with the cooking of the pasta

    1. Hey Gracie,
      You can fully prep this and then bake when you are ready to serve, that will work well for you! I hope this dish turns out tasty for you! xT

  7. 5 stars
    I am always on the hunt for delicious mac and cheese and this is really something else!! Yes its a lot of cheese and i love grating them, but it is so worth it! Plus, this recipe is so easy to make! Thanks Tieghan!

    1. Hey Anita,
      Happy Friday!!❄️ Thanks so much for making this recipe and sharing your review, so glad to hear it was a winner! xx

    1. Hey Kristen,
      I would use two 9×13 baking dishes. Please let me know if you have any other questions, I hope you love this recipe! xx

    1. Hey Heather,
      Sure, you could do breadcrumbs, potato chips or corn flakes will also work for you! Please let me know if I can help in any other way! xTieghan

    1. Hey there,
      I would use an 8×8 baking dish. Please let me know if you have any other questions, I hope you love this recipe!! xT

    2. Hi Tieghan! This has great taste but came out dry. I followed The recipe exactly. Any tips? I realized The only thing different was my pan .. it was 10×13. Should I add More milk next time?

      1. Just made this too. I agree, the flavors were there but it was really dry and my elbow noodles a little too al dente. Was hoping for gooey Mac N cheese. Would love a tip for the next time.

        1. Hey Kirsten,
          So sorry to hear this! I would try adding more milk or cream for next time! Also, did you use freshly shredded cheese? I think that works better than the stuff in the bag:) xx

      2. Hey Ashlee,
        Thanks for giving the recipe a try, sorry to hear it was dry! Yes, I would try adding more milk:) I hope this helps! xx

      1. Hey Lauren,
        Wonderful!!❄️ Thanks a bunch for giving this recipe a try and sharing your feedback, I am so glad it was a winner:)