Abstract: A liquid butter replacement exhibits a pleasant fat-like mouth feel despite a very low or no fat content, good color, good flavor, and a degree of fat-like melt without causing toast or other similar substrate to which the product is applied to become soggy due to moisture release. A flowable fat mimetic is prepared from an aqueous solution comprising a cross-linkable carbohydrate gelling composition (preferably pectin) and at least one gelling agent (preferably a calcium salt) that together form a heat-stable inner gelled phase which is agitated to produce gel particles that provide an organoleptic sensation similar to fat. The weight of the fat mimetic is at least about 75% of the weight of the butter substitute. The flowable fat mimetic is then combined with an second, continuous outer phase containing an unhydrated heat-reversible or heat-thinning, water-soluble gelling agent, and preferably salt and milk or milk solids.