Homemade Shells and Cheese

5 from 4 votes

Medium shell pasta tossed in a silky three-cheese sauce and finished with buttery toasted panko for crunch. It comes together on the stovetop in about 30 minutes, which makes it just as easy as the boxed kind and a whole lot better!

Course Dinner, Lunch, Side Dish

Cuisine American

Keyword homemade shells and cheese, shells and cheese, stovetop mac and cheese, Velveeta shells and cheese

Prep Time 10

Cook Time 20

Total Time 30

Servings people

Calories 541kcal

Author Blair Lonergan

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 the pasta: Boil the shells in a large pot of well-salted water according to the package directions. Drain, but don't rinse.
Toast the breadcrumbs: In a small skillet, melt 2 tablespoons of the butter over medium-high heat. Add the panko and cook, stirring constantly, until toasted and golden brown, about 4 minutes. Remove from the heat and set aside.
Make the roux: In a large skillet or Dutch oven, melt the remaining ¼ cup butter over medium-high heat. Whisk in the flour and cook, stirring, until the mixture is light golden, about 2 minutes.
Add the milk: Gradually whisk in the milk, salt, and pepper. Reduce the heat to medium and whisk continually until the mixture bubbles and thickens enough to coat a spoon, 4 to 5 minutes.
Melt in the cheese: Remove the pan from the heat. Gradually whisk in the cheddar, Velveeta, Parmesan, sour cream, ground mustard, garlic powder, and nutmeg, adding the cheese a handful at a time, until melted and smooth. Taste and season with additional salt and pepper if desired.
Toss and serve: Add the cooked pasta and stir to coat. Sprinkle with the toasted breadcrumbs, garnish with fresh herbs, and serve immediately.

Notes

Keep the sauce smooth: Always add the cheese with the pan off the heat. Cheese that gets too hot separates, and the sauce turns grainy.
Grate your own cheese: Pre-shredded cheddar and canned Parmesan are coated with starch that keeps them from melting cleanly.
Measuring the Velveeta: The wrapper is marked every 2 ounces, just like a stick of butter, so you can slice off 4 ounces without weighing it.
Milk matters: Whole milk or half-and-half gives the sauce its richness. Skim and 1% will leave it thin.
How much to make: Plan on about 1 ½ cups per person as a main dish or ¾ cup as a side. The recipe halves easily for 4 people or quarters for 2.
Make it a meal: Stir in about 2 cups of diced ham or shredded chicken plus 1 cup of cooked vegetables at the end, along with the pasta.
Storage: Leftovers keep in an airtight container in the refrigerator for 3 to 4 days. Reheat gently in a saucepan with a splash of milk and a pat of butter, stirring until smooth. This dish doesn't freeze well, since the cream-based sauce separates as it thaws.
Other pasta shapes: Elbows, rotini, cavatappi, or farfalle all work if you don't have shells on hand.

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