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pan pouring cheese sauce into a cup
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5 from 2 votes

Cheese Sauce Without Flour

Delicious, Cheesy, Perfect, Creamy and EASY cheese sauce without flour!
Prep Time2 mins
Cook Time10 mins
Total Time12 mins
Course: american, Side
Cuisine: American
Keyword: cheese sauce, cheese sauce without flour
Servings: 10 servings
Calories: 251kcal
Author: Wendi Spraker
Cost: $5


  • knife
  • cutting board
  • saucepan
  • whisk
  • spoon
  • Stove


  • 8 tbs butter cut into 8 pieces
  • 1 cup whole milk
  • 8 oz cream cheese cut into 8 pieces
  • 6 oz velveeta cut into 8 pieces
  • 1 cup parmesan cheese


  • Place the butter and milk into a saucepan set on the stovetop over medium low heat. Stir Frequently.
  • When butter is melted, add the cheeses. Stir frequently.
  • If you have lumps, whisk vigorously for 1-2 minutes. Keep stirring until all ingredients are melted. Serve hot.



  • If you have time, melt the butter in the bottom of the pan first, add the milk/cream and then add the cheeses.  This helps melt the cheese more quickly and helps keep it from wanting to burn to the bottom of the pan. 
  • Experiencing lumps in your sauce?  Just whisk it really hard and fast for about 1-2 minutes. 
  • It's fine to substitute any lower fat milk or cheese for these ingredients, just understand that the end result may not be as thick or creamy or cheesy. 
  • If you find that your sauce has started to burn to the bottom of the pan, asses the damage.  How much is burnt? If a lot, transfer the sauce you have into a new pan and keep heating.  If it isn't much, just don't worry about it but keep it stirred more frequently.  It WILL burn to the bottom of you don't stir it frequently. 
  • Best advice?  Have a sink of warm soapy water ready and after your pour the sauce over whatever you are eating it with, put the cooking pan in the sink to soak.  The cheese comes off easily then. 


Calories: 251kcal | Carbohydrates: 4g | Protein: 9g | Fat: 22g | Saturated Fat: 14g | Cholesterol: 66mg | Sodium: 594mg | Potassium: 131mg | Sugar: 3g | Vitamin A: 873IU | Calcium: 269mg | Iron: 1mg