A method of forming a heat stable oil-in-water emulsion comprises providing a selected amount of an aqueous component comprising more than 50 weight percent water. The aqueous component is optionally heated and a selected amount of a solids component is added to the aqueous component under agitation to form a first intermediate. A selected amount of a milk fat containing component is heated to a temperature sufficient to predominantly melt the fat prior to being to the first intermediate to form a second intermediate. The second intermediate is optionally heated for a selected period of time. The second intermediate is homogenized at between about 250 psig and 5000 psig to form the heat stable oil-in-water emulsion comprising less than 30 weight percent milk fat. A thickening agent is added to the homogenized oil-in-water emulsion to form the heat stable oil-in-water emulsion of the present invention.