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The easiest, creamiest homemade shells and cheese are ready for the table in just 30 minutes! Whip up this stovetop pasta for a decadent side dish at your next family dinner, or serve it as an entrée with a side salad and bread. You can even add diced ham, peas, chicken or broccoli for a heartier meal. With cheddar, Parmesan and Velveeta in the sauce and buttery toasted breadcrumbs on top, this ooey, gooey shell mac and cheese recipe is decadent, flavorful, and totally delicious!
Velveeta Shells and Cheese
A box of store-bought Velveeta shells and cheese is a great pantry staple and an easy shortcut for quick lunches or sides, but you truly can’t beat the rich taste and creamy texture of these homemade shells and cheese! When you’ve got a few extra minutes to spare, a pot of shell mac and cheese comes together on the stovetop with very little effort. As a vegetarian main course or as a hearty side, everyone at the table will love this simple, comforting dish!
With three different types of cheese in the homemade sauce, a hint of garlic in the background, and plenty of toasted breadcrumbs on top, the mac and cheese shells recipe is so much better than its boxed counterpart! Jazz it up with leftover taco meat, rotisserie chicken, or diced ham; add vegetables like peas and carrots, broccoli, or diced tomatoes; or mix in fresh herbs like thyme, chives, or basil for a sophisticated touch. Take the base and make it your own!
Ingredients for Shell Mac and Cheese
This is a quick overview of the ingredients that you’ll need for a homemade pot of shells and cheese. As always, specific measurements and complete cooking instructions are included in the printable recipe box at the bottom of the post.
- Medium shell pasta: the shells that give this dish its name! Each bite has little pockets and ridges that hold onto the cheesy sauce. Of course, you can substitute with other short pasta shapes like elbows, farfalle or rotini.
- Salted butter: for the base of the sauce and the breadcrumb topping.
- Panko breadcrumbs: toasted with butter, this crunchy topping adds texture to the dish and gives it that “baked mac and cheese” touch — without actually turning on the oven!
- All-purpose flour: to thicken the sauce.
- Whole milk: the creamy base of the sauce. Feel free to substitute with half-and-half for an even richer taste and texture.
- Kosher salt and ground black pepper: enhance the other flavors in the dish.
- Extra-sharp cheddar cheese, Velveeta cheese and Parmesan cheese: three different types of cheese give you the best of all worlds — the flavor of cheddar, the sharp bite and salty taste of the Parmesan, and the creamy, melty texture of the Velveeta.
- Sour cream: that little something “extra” that makes the sauce even smoother, creamier, and more flavorful.
- Ground mustard, garlic powder and ground nutmeg: for more flavor.
How to Make Shells and Cheese
This recipe uses a roux to make a creamy béchamel that coats the noodles in sauce. If you’re looking for the ultimate stovetop mac and cheese recipe, then you’ve come to the right place!
- Cook the pasta shells, then drain.
- Toast the breadcrumbs.
- Make the cheese sauce.
- Add the cooked pasta to the cheese sauce and stir to combine.
- Sprinkle the toasted breadcrumbs and fresh herbs over top.
- Serve immediately!
Do you need to bake mac and cheese?
Creamy mac and cheese recipes that start with a roux-based sauce (like this one), do not need to be baked before serving. Stovetop mac and cheese is designed to go straight from the pot to the plate — no oven necessary. By contrast, Southern-style mac and cheese recipes must be baked in order to cook the egg and help the dish set.
What to Serve with Homemade Shells and Cheese
Homemade Velveeta shells and cheese is a hearty, delicious and satisfying dish on its own. Serve it as a lunch or dinner entrée and your family will be thrilled! Just add a house salad, tomato salad, or Caesar salad, roasted broccoli, Southern-style green beans, or collard greens on the side. We also love a basket of flaky biscuits, blueberry muffins, apple bread, cornbread or corn sticks on the table to round out the meal.
Dinner Entrées that Go Well with Macaroni and Cheese Shells
If you’re serving the Velveeta shells and cheese as a side dish, try pairing it with any of these dinners:
- Meatloaf
- Crispy Fried Chicken or Crispy Oven Baked Chicken Tenders
- Roast Chicken
- Slow Cooker Turkey Breast or Oven Roasted Turkey
- Pineapple Glazed Ham or Crock Pot Ham with Cola Glaze
- Glazed Ham Steaks
- Crock Pot Pulled Pork or Cider-Braised Pulled Pork
- Mississippi Roasted Pork Shoulder
- Grilled BBQ Pork Chops
- Grilled BBQ Chicken
- Dutch Oven BBQ Beef
- Crispy Southern Fried Catfish
What to Add to Shells and Cheese
Here are some delicious Velveeta shells and cheese add ins that give the dish even more flavor, texture, and hearty staying power:
- Diced ham
- Chopped hot dogs
- Canned tuna
- Shredded rotisserie chicken
- Taco meat or other ground beef
- Crispy cooked bacon
- Frozen peas, carrots, corn and green beans
- Steamed broccoli or cauliflower florets
- Diced tomatoes (fresh or canned and drained)
- Spinach
- Fresh herbs such as chives, parsley, thyme or basil
Storage
- Shells and cheese are best when served immediately, so I do not recommend preparing the dish in advance.
- Leftovers will keep in an airtight container in the refrigerator for 3-4 days.
- Stovetop mac and cheese does not freeze well, since the cream-based sauce has a tendency to “break” when thawed.
How to Reheat
Place the mac and cheese in a saucepan. The pasta and sauce will dry out a bit as it sits, so it’s helpful to add a splash of milk and a little bit of butter to the pan. Then warm over low heat, just until it reaches the desired temperature. Stir regularly and the sauce should become smooth again!
Recipe Variations
- Don’t have shells? Other small pasta shapes such as elbows, rotini, farfalle or cavatappi will also work.
- Try different types of cheese. For instance, swap out the cheddar and try white cheddar, Monterey Jack, gruyere or gouda.
- Omit the toasted breadcrumbs for even quicker prep.
- I typically use whole milk, but you can substitute with 2% milk, half-and-half or heavy cream. Just don’t use a lower fat milk like skim, or your sauce won’t have that creamy mouthfeel.
Tips for the Best Shells and Cheese Recipe
- To cut down on the prep time, get the pasta water boiling while you prepare the rest of the ingredients (such as grating the cheese and toasting the breadcrumbs). Then, as the shells cook, you can whisk together the cheese sauce. This way the pasta isn’t sitting around getting cold while you prepare the sauce, and everything comes together quickly at the end.
- Use cheese that you grate by hand. Do not use pre-shredded cheddar cheese in a bag or a can of pre-grated Parmesan, because those packaged cheeses include a powdery coating with stabilizers that prevent the cheese from melting as smoothly into the sauce.
- Salt the water before boiling your pasta. This is your chance to season the shells for a flavorful dish!
- Remove the pot from the heat before adding the cheese (or keep the flame very low) so that the sauce stays creamy and smooth. When cheese gets too hot, it separates and gives the sauce a grainy texture.
- Cooking for a smaller family? You can scale the recipe down to serve just 2 or 4 people. For instance, cut the recipe in half for 4 people, or cut the ingredients in fourths for 2 people.
More Mac and Cheese Recipes to Try
Shells and Cheese
Ingredients
- 16 ounces medium shell pasta
- ¼ cup salted butter plus 2 tablespoons, divided
- 1 cup panko breadcrumbs
- ¼ cup all-purpose flour
- 2 cups whole milk or half-and-half
- ½ teaspoon kosher salt, plus more to taste
- Dash ground black pepper
- 6 ounces (about 1 ½ cups) extra sharp cheddar cheese, grated
- 4 ounces Velveeta cheese, cubed
- 2 ounces (about ½ cup) Parmesan cheese, hand-grated
- ½ cup sour cream, at room temperature
- ¼ teaspoon ground mustard
- ¼ teaspoon garlic powder
- Dash of ground nutmeg
- Optional garnish: chopped fresh parsley, thyme, chives or basil
Instructions
- Cook pasta shells in a large pot of salted boiling water according to package directions. Drain.
- Meanwhile, in a small skillet, melt 2 tablespoons of butter over medium-high heat. Add the breadcrumbs; cook, stirring constantly, until toasted and golden brown, about 4 minutes. Remove from the heat and set aside to use later.
- In a large skillet or Dutch oven, melt remaining ¼ cup of butter over medium-high heat. Add flour; cook, stirring until the mixture is golden brown, about 2 minutes.
- Gradually whisk in the milk, salt and pepper. Reduce heat to medium; whisk continually until the mixture bubbles and thickens slightly, about 4-5 minutes.
- Remove from the heat; gradually whisk in the cheddar, Velveeta, Parmesan, sour cream, ground mustard, garlic powder and nutmeg until the cheese is melted and smooth. Taste and season with additional salt and pepper, if desired.
- Add cooked pasta; stir to coat. Sprinkle with toasted breadcrumbs, garnish with fresh herbs, and serve immediately.
Notes
- To cut down on the prep time, get the pasta water boiling while you prepare the rest of the ingredients (such as grating the cheese and toasting the breadcrumbs). Then, as the shells cook, you can whisk together the cheese sauce. This way the pasta isn’t sitting around getting cold while you prepare the sauce, and everything comes together quickly at the end.
- Use cheese that you grate by hand. Do not use pre-shredded cheddar cheese in a bag or a can of pre-grated Parmesan, because those packaged cheeses include a powdery coating with stabilizers that prevent the cheese from melting as smoothly into the sauce.
- Salt the water before boiling your pasta. This is your chance to season the shells for a flavorful dish!
- Remove the pot from the heat before adding the cheese (or keep the flame very low) so that the sauce stays creamy and smooth. When cheese gets too hot, it separates and gives the sauce a grainy texture.
- Cooking for a smaller family? You can scale the recipe down to serve just 2 or 4 people. For instance, cut the recipe in half for 4 people, or cut the ingredients in fourths for 2 people.
This looks yummy! Will definitely try it at some point, but would really appreciate it if you could tell me how you measure out the 4 oz. of Velveeta Cheese? Thanks so much! 🙂
Sure, Tess! The wrapper on the Velveeta has markings for every 2 ounces that show you where to slice. 🙂 It’s similar to a cream cheese wrapper or the wrapper on a stick of butter. You can also use a kitchen scale to weigh it out, but you don’t really need to! Hope you enjoy!
Thank you so much! I sure don’t know how I could’ve missed seeing that on the wrapper all these years! Silly me! 🙂
No problem! Hope you like the dish! 🙂