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 at least 20 weight percent milk fat. The second intermediate may be heated to between about 130.degree. F. and 150.degree. F. for a selected period of time. The second intermediate is homogenized at between about 250 psig and 5000 psig to form a third intermediate oil-in-water emulsion comprising at least 20 weight percent fat. A selected amount of shear sensitive component is added to the third intermediate to form the heat stable oil-in-water emulsion on the present invention.