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Shells and Cheese

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Overhead shot of Shells and Cheese on a plate
Made with real cheese, this easy shells and cheese recipe is the perfect alternative to store-bought mac and cheese. Ready in minutes, it's a warm and hearty dish with all the creamy, cheesy flavor you crave.
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Table of Contents
  1. Shells and Cheese Ingredients
  2. Substitutions and Additions For Mac and Cheese with Shells
  3. How to Make This Shells and Cheese Recipe
  4. How To Serve
  5. How To Store Mac and Cheese Shells
  6. Why This Recipe For Shells and Cheese Is The Best
  7. Frequently Asked Questions
  8. More Recipes You’ll Love
  9. JUMP TO RECIPE
  10. Even More Recipes You’ll Love

These creamy shells and cheese are a delicious homemade alternative to everyone’s favorite boxed mac and cheese. The perfectly cooked shells are smothered with gooey, melted cheesy goodness that will make your taste buds tingle with delight.

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Ready in about the same time it takes to make a box of mac & cheese, you can have this homemade version on the table. With a simple-to-make fresh cheese sauce and some flavorful seasonings, this easy recipe will undoubtedly be the best shells and cheese you’ve ever made.

Shells and Cheese Ingredients

Caramel Icing raw ingredients that are labeled

Get ready to create a mouthwatering batch of homemade Shells and Cheese! To bring this cheesy dish to life, you’ll need a few key ingredients. Gather up a pound of small shell pasta, rich Velveeta cheese, sharp cheddar-mozzarella blend cheese, and a few pantry staples.

You’ll need:

  • 1 pound box of small shells pasta
  • 2 tablespoons unsalted butter
  • 2 tablespoons all-purpose flour
  • 2½ cups half & half
  • 1 teaspoon seasoned salt (We used Lowry’s brand)
  • ¾ teaspoon dry mustard
  • ¼ teaspoon salt
  • ¼ teaspoon black pepper
  • 8 ounces original Velveeta cheese, small cubed
  • 8 ounces sharp cheddar-mozzarella blend cheese, shredded (We used Kraft brand)

PRO TIP: The brand of pasta we used had three different sizes of shells. We chose the size in this recipe that is most comparable to the boxed shells and cheese you find at the grocery store. If you are making this dish for little kids, you could try the mini. shells, as they are easier for them to scoop and eat. 

Substitutions and Additions For Mac and Cheese with Shells

Cheese: If you can’t find a cheddar-mozzarella cheese blend as an 8-ounce block, then you can certainly use pre-shredded cheese instead. You can make your own blend using 1 cup sharp cheddar cheese along with 1 cup shredded mozzarella cheese. Some other great cheese substitutes would be 8-ounce Colby-jack cheese, cheddar-jack cheese, or all sharp cheddar cheese.

Milk: You can substitute whole milk for the half & half in this Velveeta shells recipe, but your sauce will be slightly thinner. I do not recommend low-fat or non-fat milk for this recipe as it will make your sauce too thin, and the sauce will not cling to the pasta as well. For a bit of extra creaminess, add a splash of heavy cream to the pasta along with the milk.

Butter: For a dairy-free option, you can substitute margarine or vegan butter. 

Seasoned Salt: Feel free to customize the seasoning by using your favorite blend of herbs and spices. Italian seasoning or garlic powder can add a flavorful kick to the dish.

Velveeta Cheese: While Velveeta cheese lends a distinct flavor we all love, you can experiment with different types of cheese for unique flavor profiles. Try smoked gouda for a smoky twist or pepper jack for a spicy kick.

Additions: Amp up the flavor by adding crispy bacon bits or cooked, diced chicken. For a touch of heat, try diced jalapenos or a splash of hot sauce. You can also mix in cooked broccoli florets to add color.

How to Make This Shells and Cheese Recipe

Let’s get started on crafting your homemade shells mac and cheese! With just a few easy steps, you’ll be on your way to whipping up a creamy, cheesy dish that’s sure to satisfy everyone at the table.

STEP ONE: Set a large stock pot over medium-high heat and cook the pasta according to the package directions, until it is al dente. Once cooked, drain the pasta shells and return them to the pot. Set the pot of pasta aside for now.

PRO TIP: To test your pasta for al dente, take a bite of the pasta a minute or two before the package instructions indicate it should be done. When you bite into it, and your teeth feel some resistance, but the pasta is still tender, your pasta is al dente.

STEP TWO: Melt the unsalted butter in a medium saucepan on medium heat-low heat. Whisk the all-purpose flour into the melted butter until smooth and becomes a very light golden brown roux.

STEP THREE: Very slowly drizzle the half & Half iinto the roux. Whisk while adding the cream and continue to whisk until no lumps remain.

STEP FOUR: Once the cream is hot, add the seasoned salt, dry mustard, salt, and black pepper, along with the small cubes of Velveeta cheese. Whisk until all the Velveeta cheese is melted and the sauce thickens up.

STEP FIVE: Add the shredded cheddar-mozzarella cheese blend to the warm cheese sauce. Add about ½ cup at a time, whisking well between each addition until the sauce is smooth.

STEP SIX: Carefully and slowly, pour the warm cheese sauce over the cooked pasta shells. With a wooden spoon, stir the pasta and cheese together to evenly coat all the pasta shells with the cheese sauce.

PRO TIP: Mac and cheese with shells should be served immediately, as the creamy sauce will continue to thicken as it cools. You can keep the dish warm over very low heat for up to 30 minutes on the stovetop. If you find that your sauce is getting too thick as it sits, you can stir in a splash or two of warm milk to loosen up the thickened sauce.

How To Serve

Whether you’re hosting a casual family dinner or a festive gathering with friends, there are plenty of ways to serve this yummy mac and cheese. A simple but well-loved classic, this homemade Shells & Cheese will be a welcomed addition to a casual weeknight dinner or even a holiday spread.

This cheesy pasta makes an easy meal when you need a quick lunch or dinner on a busy day. Add a side dish, such as a simple Caesar salad or simple sauteed vegetables, and a loaf of our crusty Dutch oven bread to round out the meal.

For a more upscale vibe, serve individual portions of Shells and Cheese in ramekins. Top each serving with a sprinkle of breadcrumbs and grated Parmesan cheese, then bake until golden and bubbly for restaurant-quality presentation.

Add seasoned and sliced grilled chicken breast to the top of the pasta before serving to turn this side dish into a hearty main meal. Add a side of roasted broccoli or cauliflower for a complete meal.

Host a homemade pasta party and serve mac and cheese along with some of our other favorites, like taco pasta and creamy garlic pasta. Of course, make sure you include some yummy garlic bread to sop up the pasta sauces. Try classic garlic toast, or make a pan of pull-apart garlic bread for a fun surprise.

To make a shells and cheese casserole, stir in chopped, cooked chicken and cooked broccoli florets. Pour the mixture into a casserole dish and topped with more shredded cheese. Place in the oven until the cheese is melted and gooey. Top the baked shells and cheese with a sprinkle of parsley or Italian seasoning and serve hot. 

How To Store Mac and Cheese Shells

While this creamy homemade cheese and shells is best served fresh, you can definitely store any leftovers and reheat them to enjoy again. Here’s how to store your shells for optimal freshness.

MAKE AHEAD: This homemade cheese sauce will thicken over time, so we recommend you make it fresh. To save time on the day you need to cook, you can prepare your ingredients and even pre-cook your pasta. Transfer your cooked pasta to a Ziploc bag and add a few tablespoons of oil. Mix the pasta together with the oil gently to prevent it from sticking. When you’re ready to cook, simply give your pasta a quick dunk in hot water to heat it back up and remove the oil. Drain, and add to your prepared cream sauce.

IN THE FRIDGE: You can store leftover cheesy pasta in the refrigerator for up to two days. Allow it to fully cool, then transfer it to an airtight container.

IN THE FREEZER: While it’s possible the shells and cheese won’t thaw with the same consistency as it is fresh, you can freeze this dish for up to two months if you prefer. Freeze the Shells and Cheese in a freezer-safe container or tightly wrapped baking dish. Allow the dish to thaw overnight in the fridge before reheating.

TO REHEAT: To reheat leftover Shells and Cheese, you can use the microwave or the stovetop. When your mac and cheese is cold, it may be solidified into a block. Instead of breaking it apart right away, wait until the cheese sauce has warmed up a bit, then gently break it apart with a spoon. 

When you’e ready to enjoy your stored shells and cheddar cheese, microwave on high in 30-second increments for one to two minutes, stirring throughout, until heated through. Alternatively, reheat larger portions on the stovetop in a small skillet. You may need to add a splash of milk or cream to the thickened sauce.

Why This Recipe For Shells and Cheese Is The Best

Our mac n cheese shells recipe is cheesy, creamy, and oh-so-satisfying, and it’s the perfect meal to enjoy on a cold winter night. With two types of cheese and plenty of flavor, this shells and cheese recipe is pure comfort food and sure to be a huge hit.

Reasons We Love This Recipe:

Comforting Simplicity: You’ll love how easy it is to make our macaroni and cheese shells recipe at home. With simple ingredients and cooking procedures, you can have a comforting meal any night of the week.

Homemade Goodness: While store-bought macaroni shells and cheese can be convenient, there’s something truly special about the homemade version. The seasonings, fresh milk, and butter blend perfectly with the cheese for a flavor you just can’t buy in the store.

Nostalgic Recipe: For many of us, Shells and Cheese is more than just a meal—it’s a comforting reminder of childhood memories around the dinner table. 

Crowd-Pleasing Delight: Few dishes have the universal appeal of Shells and Cheese. Its creamy texture and cheesy goodness make it a crowd-pleasing favorite among both kids and adults.

Frequently Asked Questions

Can I use different types of pasta for this recipe?

Absolutely! While the recipe calls for small shell pasta, you can easily substitute with other pasta shapes like elbow macaroni, penne, or fusilli.

Can I make this recipe gluten-free?

Yes, you can. Simply swap out the regular pasta for gluten-free pasta, and use a gluten-free flour blend to make the roux. Ensure that all other ingredients used are gluten-free certified.

How can I make this recipe more well-rounded for a meal?

To add more fiber, you can use whole wheat pasta, and you can incorporate vegetables like cooked spinach or broccoli into the dish. Just stir them in once it’s finished cooking.

Can I prepare this dish in advance?

Yes, you can, although this dish is best served fresh. Follow the instructions to make the Shells and Cheese, then store it in the refrigerator or freezer until ready to reheat and serve.

How do I prevent the cheese sauce from becoming too thick?

If the cheese sauce becomes too thick, simply add a splash of warm milk and stir until it reaches your desired consistency.

What can I serve with this dish?

Shells and Cheese pairs well with a variety of sides, including green salads, roasted vegetables, or garlic bread. Fried chicken, a grilled hamburger, or pulled pork sandwiches make great mains to serve with mac and cheese shells.

What can I do if my sauce is too thick?

If you find your cheese sauce has thickened too much, you can whish in a splash of milk or a bit more half & half to help thin it out.

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Overhead shot of Shells and Cheese on a plate

Shells and Cheese

5 from 1 vote
Made with real cheese, this easy shells and cheese recipe is the perfect alternative to store-bought mac and cheese. Ready in minutes, it's a warm and hearty dish with all the creamy, cheesy flavor you crave.
Prep Time 5 minutes
Cook Time 15 minutes
Total Time 20 minutes
Servings 8

Ingredients
  

  • 1 pound shells pasta
  • 2 tablespoons unsalted butter
  • 2 tablespoons all-purpose flour
  • cups half & half
  • 1 teaspoon seasoned salt, We used Lowry’s brand
  • ¾ teaspoon dry mustard
  • ¼ teaspoon salt
  • ¼ teaspoon black pepper
  • 8 ounces original Velveeta cheese, small cubed
  • 8 ounces sharp cheddar-mozzarella blend cheese, shredded (We used Kraft brand)

Instructions
 

  • In a large stock pot on medium-high heat, boil the small shell pasta for 10-12 minutes or according to the package directions. Drain the cooked pasta shells and return them to the pot. Set aside.
  • In a medium saucepan on medium heat-low heat, melt the unsalted butter. To the melted butter, whisk in the all-purpose flour until smooth and becomes a very light golden brown roux.
  • Slowly whisk the half & half into the roux until no lumps remain.
  • Add the seasoned salt, dry mustard, salt, black pepper, and the small cubes of Velveeta cheese to the hot half & half mixture and whisk until all the Velveeta cheese is melted and the sauce thickens up. This will take about 3-4 minutes.
  • Add the shredded cheddar-mozzarella cheese blend to the warm cheese sauce, ½ cup at a time, whisking until smooth between each addition.
  • Pour the warm cheese sauce over the cooked and drained pasta shells. Stir to evenly coat all the pasta shells with the cheese sauce.

Notes

  • The brand of pasta I used had three different sizes of shells. I used the size in this recipe that is most comparable to the boxed shells and cheese you find at the grocery store. I will sometimes use the mini shells when making this dish for little kids as they are easier for them to eat.
  • To test your pasta for al dente, take a bite of the pasta a minute or two before the package instructions indicate it should be done. When you bite into it, and your teeth feel some resistance, but the pasta is still tender, your pasta is al dente.
  • This shells and cheese pasta dish should be served immediately. You can keep the dish warm over very low heat for up to 30 minutes on the stovetop. If you find that your sauce is getting too thick as it sits, you can stir in a splash or two of warm milk to loosen up the thickened sauce. This creamy sauce will thicken as it cools.

Nutrition

Calories: 477kcal | Carbohydrates: 51g | Protein: 22g | Fat: 20g | Saturated Fat: 12g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 5g | Trans Fat: 0.1g | Cholesterol: 64mg | Sodium: 1038mg | Potassium: 353mg | Fiber: 2g | Sugar: 7g | Vitamin A: 770IU | Vitamin C: 1mg | Calcium: 479mg | Iron: 1mg
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This recipe was developed, tested, cooked and photographed by the Spaceships Kitchen. From our dinner table to yours, we hope you think it's out of this world!

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  1. Amy Kelley says

    5 stars
    Very creamy and very easy to make. Much better than the box stuff at the store. This recipe makes ALOT so if you are expecting a large crowd for dinner, this is the perfect side to make.

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