Shells and cheese is the dinner I make when everyone’s hungry, nobody agrees on anything and I have about 30 minutes. It’s mac and cheese made with pasta shells, so every little shell holds a spoonful of sauce.
I started making it from scratch after I ran out of the boxed kind on a school night and found a bag of shells in the pantry. This shells and cheese recipe is stovetop, smooth and creamy, closer to the boxed kind most of us grew up on than to a stiff baked casserole, but made with real cheese. It took me several tries to stop getting grainy sauce and dry leftovers, and I’ll share every mistake. At the end you’ll have a pot that stays creamy at the table.
Table of Contents
Why You’ll Love This Recipe
Every shell holds sauce. The little cups fill up, so you get cheese in every bite instead of a puddle at the bottom of the bowl.
It’s real cheese, made on the stove in about 30 minutes, with ten minutes of prep and twenty at the burner.
And it stays creamy at the table. With a little care, it holds for a while without turning into a block.
Shells and Cheese Ingredients
Serves 6 as a side or 4 as a dinner. You’ll need a large pot and a whisk.
12 ounces small or medium pasta shells (about 1 inch long) – Jumbo shells are for stuffing, which is a different dish.
3 tablespoons unsalted butter – Unsalted, so the salt stays in your hands.
3 tablespoons all-purpose flour – It turns the milk into a sauce that coats the back of a spoon.
2 1/2 cups whole milk, warmed – Warm milk goes in smoother than cold.
8 ounces sharp cheddar, grated from a block (about 2 cups) – This is where the flavor comes from. Bagged shreds turned my sauce gritty.
4 ounces deli American cheese (about 5 slices), torn – This is what melts silky, which is why it’s in there.
1/2 teaspoon dry mustard powder – It adds depth, so you don’t reach for more salt.
1/2 teaspoon garlic powder – It does the same job.
1/4 teaspoon black pepper – Just a little warmth.
Salt, to taste – Taste first. The cheeses and the pasta water are already salty.
A few dashes of hot sauce (optional) – It adds brightness more than heat.
How to Make It
Boil the shells in well-salted water for 1 minute less than the package says. Save 1/2 cup of the pasta water, then drain the shells and don’t rinse them.
Melt the butter in the same pot over medium heat and whisk in the flour. Cook it for 1 minute without letting it brown. Slowly pour in the warm milk, whisking the whole time, then simmer for 4 to 5 minutes, until the sauce coats the back of a spoon.
Take the pot off the burner and wait 1 minute. Stir in the mustard, garlic powder and pepper, then add the cheddar a handful at a time, followed by the American cheese, stirring until smooth. Taste before adding any salt.
Add the shells and stir over low heat for 1 minute. If the sauce looks thick, loosen it with a splash of the pasta water. It will look like more sauce than you need, and that’s on purpose. Serve right away, because it thickens as it sits.
Shells and Cheese
Creamy stovetop shells and cheese made with real sharp cheddar and silky American cheese, ready in 30 minutes. Every little shell holds a spoonful of sauce. Serves 6 as a side or 4 as a dinner.
Ingredients 11 items
Instructions 4 steps
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1
Cook the shells
Boil the shells in well-salted water for 1 minute less than the package says. Save 1/2 cup of the pasta water, drain the shells and don't rinse them.
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2
Make the sauce base
Melt the butter in the same pot over medium heat. Whisk in the flour and cook for 1 minute without browning. Slowly pour in the warm milk, whisking the whole time. Simmer for 4 to 5 minutes, until the sauce coats the back of a spoon.
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3
Add the cheese off the heat
Take the pot off the burner and wait 1 minute. Stir in the mustard, garlic powder and pepper. Add the cheddar a handful at a time, then the American cheese, stirring until smooth. Taste before adding any salt.
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4
Add the shells
Add the shells and stir over low heat for 1 minute. Loosen the sauce with a splash of the pasta water if it looks thick. Serve right away, because it thickens as it sits.
Tips & Substitutions
- Use small or medium shells, since jumbo shells are for stuffing. Grate the cheddar from a block, because pre-shredded cheese can turn the sauce gritty, and add it off the heat.
- This makes more sauce than looks right, on purpose. The shells soak it up. Pull them 1 minute early so they don't go soft, and serve right away.
- Taste before you add salt. The salted pasta water and the American cheese are already salty, and the mustard and garlic powder add depth.
- If the sauce turns grainy, take the pot off the heat and whisk in a splash of warm milk. If it gets too thick, loosen it with milk or pasta water.
- Baked version: pull the shells 2 minutes early, pour into a baking dish, top with buttered panko and bake at 375 degrees F (190 degrees C) for 15 to 20 minutes.
- Storage: keep leftovers in an airtight container in the fridge for up to 3 days. Reheat on the stove over low heat with 1 to 2 tablespoons of milk per cup, or in the microwave with 2 tablespoons per cup, stirring halfway. I don't freeze it. Serves 6 as a side or 4 as a dinner, and nutrition is an estimate per side serving.
My “Five Batches Later” Mini Guide
- Grate a block of cheese and add it off the heat. Batch one used pre-shredded cheese over high heat, and the sauce turned gritty and a little oily.
- Make the full amount of sauce. Batch two looked perfect in the pot, then the shells soaked it up in five minutes and the dish went dry and clumpy.
- Pull the shells 1 minute early. Batch three was boiled all the way, then stirred in. They went soft and some split.
- Taste before you add salt. Batch four had salted pasta water, salty American cheese and extra salt in the sauce, and it was too much. The mustard and garlic powder do the work instead.
- Reheat low, with milk. Batch five was a solid block the next day, and the microwave made it worse. A splash of milk and low heat on the stove fixed it.
Helpful Tips
Why Shells Work Best for Mac and Cheese
Shells are little cups. Each one fills with sauce, so mac and cheese with shells gives you cheese in every bite. Elbow macaroni is fine, but the sauce slides off it faster. If your kids pick out the shells and leave the rest, you already know.
Homemade vs. Velveeta Shells & Cheese
If you grew up on the boxed kind, this homemade shells and cheese will feel familiar: loose, creamy and mild. It isn’t an exact copy. A boxed sauce is made differently, so expect real cheddar flavor and a more natural, golden color. The American cheese gives you the smooth, silky melt.
Why Is My Shells and Cheese Grainy, Dry or Thin?
- Grainy: the heat was too high, or the cheese went into a boiling sauce. Take the pot off the heat and whisk in a splash of warm milk.
- Dry: the shells drank the sauce. Loosen it with pasta water, 2 tablespoons at a time.
- Thin: simmer the milk a minute longer before the cheese goes in. It also thickens as it sits.
- Too thick: stir in milk or pasta water until it loosens.
Baked Shells and Cheese and Other Variations
- Baked: pull the shells 2 minutes early, pour into a baking dish, top with buttered panko and bake at 375°F (190°C) for 15 to 20 minutes.
- Smoky: stir in 1/2 teaspoon of smoked paprika with the mustard. I haven’t tried adding meat, but diced cooked chicken stirred in at the end should work.
- Broccoli: add 2 cups of small steamed florets with the shells.
- Spicy: swap the American cheese for pepper jack and add extra hot sauce.
What to Serve With Shells and Cheese
Since it’s rich, I keep the sides light. For a dinner, I serve roasted broccoli or a green salad, with chicken tenders for the kids. As a Thanksgiving side, it sits next to the turkey. I learned the holding trick at a family Thanksgiving, when the pot sat while the turkey was carved. To hold it for up to 20 minutes, cover the pot, keep it on the lowest heat and stir in a splash of milk before serving.
Storing and Reheating Shells and Cheese
Leftovers keep in an airtight container in the fridge for up to 3 days. On the stove, add 1 to 2 tablespoons of milk per cup of leftovers, warm it over low heat and stir gently. In the microwave, use 2 tablespoons per cup and stir halfway. I don’t freeze it, because cheese sauce tends to turn grainy after thawing.
Frequently Asked Questions
What cheese is best for shells and cheese?
A sharp cheddar for flavor, plus deli American cheese for a smooth melt. Always grate the cheddar from a block.
What are macaroni and cheese shells?
It’s shell-shaped pasta in a cheese sauce, also called shells and cheese. It’s not the same as stuffed shells, which are jumbo shells filled with ricotta and baked in sauce.
Can I use jumbo shells?
No. Jumbo shells are for stuffing and baking. Use small or medium shells.
How do you keep shells and cheese from getting dry?
Make the full amount of sauce, because the shells absorb a lot. Pull the pasta 1 minute early, serve it right away, and when reheating, add a splash of milk and use low heat.
How many calories are in shells and cheese?
About 540 per serving as a side (6 servings), or about 810 as a dinner (4 servings). That’s an estimate from the ingredient list.
Can I make shells and cheese ahead?
I haven’t made the whole pot ahead, since it thickens as it sits. You can grate the cheese and warm the milk earlier in the day.
Final Thoughts
I like this one because it asks so little of the evening. It’s a pot, a whisk and a few things you probably have, and it ends with a bowl everyone eats. Serve it right away, while the sauce is loose and the shells are still holding it.
