Perfect Cupcake Frosting and Filling

This is known as Ermine Frosting, or sometimes referred to as boiled milk frosting, because it begins with a cooked roux of flour and milk.  That might sound incredibly strange for a frosting recipe, but trust me!  I’d say it’s the perfect frosting.  It’s not so thick and sweet that you need a gallon of milk to get it down your throat. It’s mild and smooth, and light as air. I also love it because it doesn’t take away from a good cupcake like other really rich frostings can.  It’s often the traditional frosting used with Red Velvet Cake. This frosting has a similar taste and texture to a Swiss Buttercream, but with way less effort.  Try this unique frosting recipe and you’ll be hooked!


amazing vanilla frosting


The frosting starts out with a mixture of all purpose flour and milk. 

amazing frosting

And even though I’m showing it here being whisked together, I’ve actually found you’ll get a much smoother result if you mix this part in a blender first and then pour it in your pan. 

easy white frosting

Now comes the weird part.  You’re going to cook this mixture until it gets thick–it happens fast and you’ll want to have a rubber spatula and constantly smash/stir it to keep it smooth.

Amazing frosting recipe

I usually take it off the heat when it looks like this photo above.  There are still some wet spots but as you stir it all comes together like this:

best frosting

Don’t taste it.  It’s not frosting yet!  Pop it in the fridge; it needs to cool completely (I sometimes pop it in the freezer if I want it to cool fast.)  Put it in a bowl and smoosh it around and stir every few minutes to cool it off.

While it’s chilling, place some real, high-quality butter (definitely no margarine) and granulated sugar (not powdered sugar!) in a stand mixer. 

best frosting recipe

Whip it up for a few minutes so it’s light and creamy.  I use the whisk attachment on my kitchenaid, but any paddle should work.  Then you’ll add that glob of flour.  I know.  Weird!

amazing vanilla frosting recipe

I’m warning you right now it’s going to look weird at first.  Like, what the heck did I do weird.  But keep going.  You’ve got to whip it for a long time for all the sugar to dissolve and everything to come together.  Don’t be startled if it looks curdled and weird.  Eventually it will look like fluffy soft clouds of heaven.

Best vanilla frosting recipe

I usually give it a little taste and if I can still feel quite a bit of granulated sugar I keep on whipping.  Sometimes it takes 5 minutes, other times I let it go for almost 10 or so!  It’s worth it for this silky, fluffy, magical mixture.  

best vanilla frosting recipe
amazing vanilla frosting

Pipe it or spread it or fill it or whatever.  Anyway you eat it, it’s fantastic.  

Helpful Tips

1. Use real butter, and a good name-brand. Cheap butter does weird things.

2. If you beat for the 6-8 minutes and the mixture still looks strange, beat longer and at a higher speed if you can. It should come together, but it takes a little patience!

3. I personally think this frosting is best eaten fresh.  You can store for a few hours at room temperature, or try storing in the fridge overnight, letting it come to room temperature on its own, and then re-beating to fluff.  If you want to frost cupcakes or a cake the day before, refrigerate and just let come to room temp after.

4. Add extracts to your hearts content; lemon and almond are both wonderful! Food coloring is also okay.

5. The white sugar can be exchanged for brown. Try 1/2 white 1/2 brown for a warm caramel flavor.

6. Do not try to make other substitutions or additions. Sour cream, fruit purees etc. can do disastrous things.  Some people have had amazing success, just experiment at your own risk.  

7.  If trying to decide whether or not to double it- double it.  Chances are you’ll want more.  It’s a rather small batch, but on purpose.  

1 batch will not look like much, but it can spread on (just with a knife, a normal amount) 24 cupcakes.  If you want to pipe it thick, definitely double it.

Looking for Chocolate? This isn’t exactly the same, but very similar!

perfect cupcake frosting and filling

Perfect Cupcake Frosting and Filling

5 from 1 vote
This light, creamy, dreamy frosting is THE perfect cupcake frosting and filling!


  • 3 tablespoons all-purpose flour
  • 1/2 cup milk whole milk is best, but I've used non-fat when it's all I have and it's actually fine
  • 1/2 cup real butter slightly softened (I prefer salted, but you can use also unsalted and add salt to taste)
  • 1/2 cup granulated sugar 
  • 1 teaspoon vanilla extract or other flavor if you wish


  • Whisk together the flour and the milk. Heat in a small sauce pan on medium heat.
  • Whisk continuously until it starts to thicken. Let it cook, while stirring with a rubber spatula, until you can start to see the bottom of the pan. Continue to cook until mixture has the consistency of thick pudding or paste.
  • Put  mixture in the fridge and let it cool completely; it's fine if it stays in there long enough to get chilly, you just don't want it warm at all. As it's cooling, feel free to stir it occasionally to speed up the process and keep it from forming a crust on top. You can also do this quickly in the freezer, just keep an eye on it so it doesn't freeze.
  • Using the whisk attachment on an electric stand mixer, beat the butter and the sugar for a minute or two until well combined and fluffy. While beating, add in the thickened milk mixture and the flavor extracts. Beat to combine and then scrape down the sides. Mixture will separate and look messy, keep beating!  Continue beating until mixture comes together and is light and fluffy, about 7-8 minutes, but time varies.  Take a sample of frosting between your fingers; frosting is done when light and fluffy and sugar granules are dissolved.
Author: kate jones
Did You Make This Recipe?Snap a picture, and hashtag it #ourbestbites. We love to see your creations on our Instagram @ourbestbites!

Related Recipes:
Strawberries and Cream Cupcakes
Chocolate Glazed Cupcakes with Vanilla Creme Filling
Colorburst Cupcakes

woman in denim shirt holding a salad bowl
Meet The Author

Sara Wells

Sara Wells co-founded Our Best Bites in 2008. She is the author of three Bestselling Cook Books, Best Bites: 150 Family Favorite RecipesSavoring the Seasons with Our Best Bites, and 400 Calories or Less from Our Best Bites. Sara’s work has been featured in many local and national news outlets and publications such as Parenting MagazineBetter Homes & GardensFine CookingThe Rachel Ray Show and the New York Times.

Read More

Join The Discussion

Your email address will not be published. Required fields are marked *

Recipe Rating

This site uses Akismet to reduce spam. Learn how your comment data is processed.

Questions & Reviews

  1. I’m really excited to try this recipe! However, I’m nervous that when I dye it with food coloring to make it a very bright pink it will get runny. I’ve had disasters like that in the past and was just wondering if you thought it could happen with this recipe too. I know it says you can color it, but I will probably be using many drops of food coloring!! I wanna make sure these cupcakes are perfect for my party!!

    1. Kelley- definitely don’t use liquid food coloring, if you’re ending up with runny frosting, that’s why! You want to use gel or paste coloring. You get way more color, and not a lot of liquid. You can buy it in the baking section of craft or cooking stores.

  2. Sara, can I use this to frost a birthday cake and use it as a filling to glue cake layers together?

  3. My sister just made this for the cake I baked for my mom’s birthday. We were looking for something without a ton of butter and this was wonderful!!! We can’t stop eating it. We’d better frost the cake before we eat it all!!

  4. For Carlos, for 3t – if small “t” use smaller “teaspoon”
    for 3T-use larger spoon or “Tablespoon”

    That is the way I was taught. Good Luck

  5. I loved the frosting but it had a hint of flavor after taste. It also would never cover a cake. I made a 13×9.Wow it would have to been very very thin layer. Did something happen to make that flour taste. I love the idea of no powder sugar. I love natural frostings. I hate store frostings. They are terrible. Hats off to you for your wonderful frostings. If you have any idea what i did let me know. I will diffenitely use this again just have to figure out how to get that after taste gone.

  6. This is absolutely the BEST not too sweet frosting I’ve ever tasted. I can’t get over how delicious and light this tastes. I made it with 1 T of tequila rose and 1 T of rose water on some banana cupcakes and they were sooooo good. Thank you so much for such a wonderful recipe. I followed the recipe exactly (except for the flavoring) and it was super easy!!

  7. OK ladies. I’ve searched FOREVER for the right frosting recipe. I’m a maw-maw and mama taught baker; have loved it my whole life, and also known there was a better recipe out there to use for frosting. I can never get the right consistency to pile high on a cupcake. I just know yall are on to something. Can’t wait to try this…..tonight! Thanks dearly. Cassie

  8. So… I did a peanut butter version and it worked!!! I feel like I need to share- I substituted 2 Tablespoons of the butter for 2 Tablespoons of peanut butter and left the vanilla out all together. It is delicious!! So glad I found this recipe!

  9. I just made them and sadly it didn’t turn out too well 🙁 The frosting basically tasted like butter. It was nasty….
    I used 1 stick of unsalted butter (8T = 1/2 cup)
    Will maybe try again

  10. just wondering if you think there is a way to make this a peanut butter frosting? tried the recipe and LOVE it, but want to make a peanut butter frosting. THANKS!

  11. i wanted to find a recipe for buttercream frosting for the cupcakes i was making for my daughter’s 2nd birthday and when i searched for “best frosting recipes” – all the websites were giving recipes that required cooking a portion of the ingredients. i had never done that before, but OMG – this was truly the best frosting i have EVER made! not too sweet and love the buttery taste! it does require a bit more time because of the cooking and cooling of the flour & milk and also the beating, but mine turned out perfectly! i actually thought i had over-beat it because it looked like it was becoming watery, but when i put it in the pastry bag to pipe, it totally held its shape nicely! would recommend this recipe to anyone who asks, but maybe i’ll keep this one as a special cupcake secret of mine, haha!

  12. Hey Sara and Kate, I have been using this/your recipe for years and we absolutely love it. My husband threw a wrench in my plans this week when he told me he wants cornbread cupcakes with a honey butter frosting on them for his birthday next week. I am happy to comply but would love to adapt this frosting recipe to taste like a honey/butter frosting. Any help or ideas from you on this would be so appreciated. Do you think I could swap out the majority of the sugar with honey (make a honey butter) and then beat in the flour/milk mixture, omit the vanilla and end up with a usable frosting? I don’t have a lot of time to play around with this, so any advice would be great. THANK YOU, THANK YOU!

  13. I’m one of those people who don’t like those too buttery conventional buttercream and sickeningly sweet frostings. But this, this is simply brilliant! The first time I made it, I doubled the recipe after seeing so many positive reviews! And I’m glad I took that risk! =D Made rainbow cupcakes for a friend’s birthday treat with this frosting, EVERYBODY loved it! Thank you so much for sharing!

  14. I always wanted to learn how to make vanilla frosting and i never liked it so I found this recipe so I said I will give it a try I fell in love with it!!!!!!!!!!!!!!!thank u soooooooo much I
    Will give u five stars!!!!!!!!!

  15. Hi. I’m new at baking/cooking. This is probably a stupid question, but how exactly do I measure out a cup of butter? Is one stick of butter= to a cup…half a cup…or something?
    Haha…sorry about the stupid question

  16. Oh my goodness, this frosting is amazing!!! My daughter’s first b-day party is Saturday and I’m making five dozen cupcakes. I’ve tried two other frosting recipes and they were way too sugary sweet. This is perfect! I had no trouble getting the consistency right, however I beat it for about 10 minutes with a hand mixer and can still taste a few grains of sugar. Do I just need to beat it even longer? I really need to get a stand mixer…my arm was getting very tired! But thanks so much for the wonderful frosting!!!

  17. Hi Sara! This is awesome! I’ve tried it and it came great! I was just wondering if by chance I can add a couple of T of peanut butter, nuttela or melted chocolate? Will this be okay with this recipe? Thanks! And keep on making tasty goodies!

  18. I don’t know if anyone else posted these tips, but I find them invaluable to recreating this incomparable frosting…especially on a hot day in CA!
    1. Whisk the flour into the COLD milk thoroughly before cooking…no lumps!
    2. Cool the flour and milk mix quickly by putting ice in a big bowl with a smaller bowl on top of the ice–whisk/stir for a few minutes and it’s nice and cold. 🙂
    3. Use the same method with a hand mixer if your kitchen is hot–it speeds up the whipping time a bit, although I had to watch mine carefully so that it didn’t get TOO cold (it gets really, really stiff!).

    Thank you thank you for the best vanilla frosting ever! (If only it didn’t have wheat in it, I could eat it too–but my fam and friends went gaga over it!) I will also experiment with other flavors…but am sooooo happy to finally have a buttercream frosting that I can stand (I LOATHE any and all frostings with powdered sugar in them).

  19. I tried this today and it turned out amazing!! Thanks. Any tips for the chocolate version of this?


  20. HEY! This is amazing. Me and my mom are just sitting here eating it by the spoonful. So yummy. I was wondering if there was anyway I could make different (chocolate mostly) flavors out of it. If there is anyway e-mail me! Thanks ([email protected])

  21. It was great, until I put the Lemon extract in, then it started to curdle or separate! Beware of lemon extract.

  22. Found your recipe through a google search, so happy to have found it! Made cupcakes today with this icing and they are the best I have EVER made! Really awesome recipe. Thank you for sharing! 🙂

  23. Greetings from Singapore!

    Hi Sara thank you for the awesome frosting Recipe. I have tried the chocolate frosting as well. It taste fantastic even on its own, just like ice cream or whipped cream. By the way i used unsalted butter and it taste just as good. i have to admit this is the best frosting recipe ever. In fact i have your given frosting for a 1000 cupcakes for my son’s school carnival and i am sure it is going to be a hit among the kids.

    Once again thank you for sharing!

  24. Just tried making this, it turned out beautful. However, it tastes mainly like straght butter on my cupcakes… did I do something wrong? I doubled the recipe and the texture is great and the color is great but all I taste is butter….wondering if I should have blended it longer or something?

    1. It shouldn’t taste like straight butter, it should be more like whipped cream. I’m not sure how to fix that, I’m sorry!

  25. This recipe is very similar to the one I use for homemade Twinkie Filling. It’s super fluffy and holds up very well. I normally use as a filling in my cupcakes, but could also make a nice “other than whipped cream” frosting.
    I always double the batch, but have frozen it for up to two weeks and it’s still wonderful. Just rewhip in the mixer for a couple of minutes! Yu

  26. This custard type frosting is from waaaay back in the days before powdered sugar was readily available. It’s the classic frosting for Red Velvet Cake and is wonderfully smooth and tasty!

  27. LooksAMAZING…can’t wait to make this. I was just wondering…I am going to make a peanut butter cup cupcake soon and wanted a delicious peanut butter frosting…but your buttercream looks perfect! Do you think there is any way I could make your buttercream taste peanut butter flavored? Thanks:)