Mac and Cheese Soup is everything you love about macaroni and cheese in a spoonable bowl: small pasta shells in a creamy soup base of butter, onion, celery, broth and milk, melted with Velveeta and sharp cheddar and seasoned with dry mustard, Worcestershire sauce, garlic salt and a pinch of cayenne. It serves 6 and is ready in about 25 minutes.
How to make it: Cook the shells separately until just al dente. Soften onion and celery in butter, stir in flour, then whisk in broth and milk and simmer with the seasonings. Melt in the Velveeta, then stir in the cheddar off the heat and add the pasta.
Why You’ll Love It
- Creamy and cheesy: Velveeta melts smooth and cheddar adds sharp flavor.
- Ready in about 25 minutes: one pot for the soup, one for the pasta.
- Comfort food: mac and cheese flavor in a bowl.
- Easy to change: add carrots, sausage or bacon on top.
Ingredient Notes
Small pasta shells: Two cups, uncooked. Cook them separately just until al dente.
The soup base: Four tablespoons of butter, one finely chopped celery stalk, one chopped onion and three tablespoons of flour, thinned with two cups of chicken broth (or vegetable broth) and two cups of milk (or half-and-half for a richer soup).
The cheeses: Eight ounces of Velveeta, cut into cubes, and one cup (4 ounces) of shredded cheddar.
Seasoning: A teaspoon each of dry mustard and Worcestershire sauce, half a teaspoon of garlic salt, a quarter teaspoon of black pepper and an eighth of a teaspoon of cayenne for a little warmth.
Ingredients
- 2 cups small pasta shells, uncooked
- 4 tablespoons butter
- 1 celery stalk, finely chopped
- 1 medium onion, chopped
- 3 tablespoons all-purpose flour
- 2 cups chicken broth (or vegetable broth)
- 2 cups milk (or half-and-half)
- 8 ounces Velveeta, cut into cubes
- 1 cup shredded cheddar cheese (4 ounces)
- 1 teaspoon dry mustard
- 1 teaspoon Worcestershire sauce
- 1/2 teaspoon garlic salt
- 1/4 teaspoon freshly ground black pepper
- 1/8 teaspoon cayenne pepper
- Sliced green onions, for topping (optional)
How to Make Mac and Cheese Soup
1. Cook the shells. Cook the pasta shells in salted water just to al dente and drain. They cook a little more in the soup and soak up liquid, so do not overcook them.
2. Soften the vegetables. Melt the butter in a Dutch oven or large pot. Add the celery and onion and cook until the celery is soft.
3. Cook the flour. Sprinkle the flour over the vegetables, stir it into the butter and cook 1 minute.
4. Make the base. Gradually whisk in the broth and milk and bring to a simmer. Add the dry mustard, Worcestershire sauce, garlic salt, pepper and cayenne and simmer until it thickens a little.
5. Melt the cheeses. Add the Velveeta cubes and stir until melted. Take the pot off the heat and stir in the cheddar.
6. Add the pasta. Stir in the cooked shells and serve.
How to Keep Mac and Cheese Soup Creamy, Not Gluey
Two things can go wrong with a cheese and pasta soup: it can turn thick and gluey, or the cheese can turn grainy. A few habits prevent both.
Cook the pasta separately, just to al dente. Shells keep cooking in the hot soup and keep soaking up liquid. Cooking them on their own and stopping at al dente keeps them from going soft and thickening the pot.
Add the cheddar off the heat. The Velveeta melts into the simmering base, but the cheddar goes in after you take the pot off the burner. Do not let the soup simmer while the cheese melts in. Stir it in gradually.
Thin it as needed. If the soup gets thicker than you like, stir in a little water or broth until it is spoonable again. Leftovers thicken in the refrigerator too, so add a splash when reheating.
Tips for Success
What pasta works best?
Small pasta shells, cooked separately to al dente. Elbow macaroni works the same way.
Can I skip the Velveeta?
This recipe is built on Velveeta for a smooth melt plus cheddar for flavor. For a cheddar-only version, use more shredded sharp cheddar and add it gradually off the heat.
Why did my cheese soup turn grainy?
The cheese went in while the soup was still simmering. Move the pot off the burner before adding the cheddar and stir it in a little at a time.
Can I use half-and-half?
Yes. Half-and-half in place of the milk makes a richer soup.
Variations
- Add vegetables: Cook diced carrots with the onion and celery.
- Heartier: Brown Italian sausage or bratwurst first, then make the soup in the same pot.
- Toppings: Chopped green onions, chives or crumbled bacon.
- Richer: Use half-and-half instead of milk.
Storage & Reheating
Refrigerate: Put leftovers in shallow covered containers in the refrigerator within 2 hours and eat them within 3 to 4 days.
Reheat: The pasta keeps absorbing liquid, so stir in a splash of broth or milk and reheat gently on the stove or in the microwave, stirring, until steaming hot (165°F).
Freezing: Cheese and cream soups do not freeze well, so this one is best kept in the refrigerator.
What to Serve With It
Top bowls with green onions or bacon and serve the soup with a simple salad or crusty bread.
For more cheesy comfort food, try crockpot mac and cheese or good ole fashion mac and cheese. More cozy soups: classic cheeseburger soup, hamburger macaroni soup, baked potato soup and crockpot potato broccoli cheddar soup.
Frequently Asked Questions
How do you keep mac and cheese soup from getting thick?
Cook the pasta separately just to al dente, add it at the end, and stir in a little water or broth if the soup thickens.
Can I cook the pasta in the soup?
You can simmer the pasta in the broth, but it soaks up more liquid and thickens the soup. Cooking it separately gives you more control.
How long does mac and cheese soup take?
About 25 minutes: 15 minutes of prep and 10 minutes of cooking.
Can I freeze mac and cheese soup?
It is best not to. Cheese and cream sauces do not freeze well; keep leftovers in the refrigerator for 3 to 4 days.
Final Notes
Cook the shells separately, melt the Velveeta in the base, and add the cheddar off the heat. If you make this mac and cheese soup, tell me how it turned out in the comments.
Mac and Cheese Soup
Want This Recipe Later?
We'll send this recipe straight to your inbox.
Ingredients
- 2 cups small pasta shells uncooked
- 4 tablespoons butter
- 1 stalk celery finely chopped
- 1 medium onion chopped
- 3 tablespoons all-purpose flour
- 2 cups chicken broth or vegetable broth
- 2 cups milk or half-and-half
- 8 ounces Velveeta cut into cubes
- 1 cup cheddar cheese shredded, 4 ounces
- 1 teaspoon dry mustard
- 1 teaspoon Worcestershire sauce
- 1/2 teaspoon garlic salt
- 1/4 teaspoon black pepper freshly ground
- 1/8 teaspoon cayenne pepper
- green onions sliced, for topping (optional)
Instructions
- Cook the pasta shells in salted water just to al dente and drain. They cook a little more in the soup and soak up liquid, so do not overcook them.
- Melt the butter in a Dutch oven or large pot. Add the celery and onion and cook until the celery is soft.
- Sprinkle the flour over the vegetables, stir it into the butter and cook 1 minute.
- Gradually whisk in the broth and milk and bring to a simmer. Add the dry mustard, Worcestershire sauce, garlic salt, pepper and cayenne and simmer until it thickens a little.
- Add the Velveeta cubes and stir until melted. Take the pot off the heat and stir in the cheddar.
- Stir in the cooked shells and serve.
Notes
Nutrition
Made this recipe? Tap a star to rate it.
Made this recipe?
Tap a star to rate it. It helps other cooks find it.
