Mac and Cheese with Shells gets a grown-up upgrade with a creamy cheese sauce made from three cheeses (yes, three!)—ready in about 25 minutes. Perfect for busy weeknights, game nights, or a cozy family dinner, this recipe is simple, indulgent, and guaranteed to impress. The best part? The whole family will think you spent hours in the kitchen, when it really couldn’t be easier.
Creamy Mac and Cheese
My stovetop mac and cheese recipe uses a whole pound of pasta and a whole pound of cheese. It’s enough to feed a small army—or at least a hungry family with leftovers to spare. Can you imagine how many boxes of mac and cheese you’d have to tear open to get this much cheesy goodness?
Now, don’t get me wrong—I’m not knocking boxed mac and cheese. I’ve got a box (or three) in my pantry right now. It’s convenient, it’s easy, and kids absolutely love it. Plus, they can make it all by themselves, and I can definitely get behind that. But sometimes, I want to make enough to feed a crowd and, let’s be honest, leftover mac and cheese never hurt anybody.
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Ingredient Photo
Ingredient Notes, Substitutions & Additions
This easy recipe uses just seven simple ingredients, and while the section title says “substitutions”, the list is gonna be short—we’re making a classic version here.
- Pasta Shells: I use small shells, but hey, use whatever size makes you happy. Heck, you can even swap in macaroni, or other short cut pasta, if that’s what you’ve got on hand.
- Cheese: This is where I get a two-for-one deal. I use half a pound of sharp cheddar cheese and half a pound of colby jack. But feel free to use whatever combo of cheese you love. Monterey jack, white cheddar, or pepper jack, will work for some, or all, of the cheese in this recipe.
- Milk: I use whole milk because that’s what we keep in the fridge. You can absolutely use 2% or low-fat, just know your sauce will be a little thinner. Heavy cream is an option too, but your sauce might get too thick.
- Butter: I go with unsalted butter, but salted or even margarine will work in a pinch.
- Flour: This teams up with the butter to make a roux, which thickens the sauce.
- Salt: The only seasoning I always use. That said, feel free to sprinkle in garlic powder, onion powder, dry mustard powder, paprika, or seasoned salt if you’re feeling fancy.
How to Make Homemade Shells & Cheese
Here’s a quick look at the steps (with photos). You’ll find more detailed instructions in the recipe card below.
Melt butter over medium heat, add flour and cook, whisking constantly for a minute or two.
Add the milk and cook, stirring constantly over medium-high heat until thick and bubbly, about 4-5 minutes.
Take off the heat and add the cheese, return to low heat and stir until the cheese is melted.
Add the cooked shells and stir until combined.
What to Serve with Shell Mac and Cheese
This Mac and Cheese with Shells can be served as a main dish with a salad and a vegetable side like Old-Fashioned Creamed Corn, Green Beans, or Easy Creamed Peas for a complete and balanced easy meal. It also makes a delicious side dish for hearty main dishes like Cube Steak or Country-Style Ribs.
Finish the meal with a sweet treat! Mississippi Mud Cake or Oatmeal Cake would make the perfect ending to this comforting, homestyle dinner.
Frequently Asked Questions
While I’m totally a fan of the convenience, it just doesn’t work well in a dish like this. Pre-shredded cheese is coated to help preserve it, but that same coating keeps it from melting smoothly. For the creamy sauce we’re after, freshly grated cheese is the way to go.
Store any leftover mac and cheese in an airtight container in the fridge for up to 3 days.
We usually reheat it in the microwave in 30-second intervals, stirring each time until it’s heated through. You can also warm it on the stovetop in a saucepan—just add a splash of milk or water if it seems a little dry.
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Mac and Cheese with Shells Recipe
Ingredients
- 1 pound small pasta shells
- 2 tablsepoons butter
- 2 tablespoons flour
- ½ teaspoon salt
- 3 cups milk
- 8 ounces sharp cheddar cheese
- 8 ounces colby jack cheese
Instructions
- Cook the pasta al dente according to the package directions.1 pound small pasta shells
- Grate the cheeses while the pasta cooks.8 ounces sharp cheddar cheese, 8 ounces colby jack cheese
- Start the sauce when you drop the pasta: Melt the butter in a large pot or Dutch oven over medium heat. Add the flour and salt, and whisk constantly for 1–2 minutes to cook out the raw flour taste.2 tablsepoons butter, 2 tablespoons flour, ½ teaspoon salt
- Slowly whisk in the milk, increase the heat to medium-high, and continue whisking until the sauce is thickened and bubbly—about 4–5 minutes.3 cups milk
- Remove the pot from the heat and stir in the cheeses until melted.
- Reduce the heat to low, return the pot to the burner, and stir in the cooked pasta until everything is well combined and creamy.
Your email says 3 cheeses. But your recipe only has 2. Can another cheese be added?
There are 2 cheeses in one block, colby and jack and then cheddar. You can use pretty much any cheese you want that melts well.