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Bowl of shell mac and cheese with toasted breadcrumbs on top
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5 from 2 votes

Shells and Cheese

The easiest, creamiest homemade shells and cheese are ready for the table in just 30 minutes!
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 minutes
Cook Time 20 minutes
Total Time 30 minutes
Servings 8 people
Calories 541kcal
Author Blair Lonergan


  • 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


  • 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.


  • 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.


Serving: 1/8 of the recipe | Calories: 541kcal | Carbohydrates: 56g | Protein: 22g | Fat: 25g | Saturated Fat: 15g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 6g | Trans Fat: 1g | Cholesterol: 70mg | Sodium: 788mg | Potassium: 327mg | Fiber: 2g | Sugar: 7g | Vitamin A: 862IU | Vitamin C: 1mg | Calcium: 432mg | Iron: 2mg