This easy and creamy pasta Shells and Cheese is a great side or meatless main dish. Kids love it, it's ready in less than 30 minutes and so tasty!
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Velveeta, either you love it or hate it. We happen to love it at our house and use to to make this stove top mac and cheese and also our baked mac and cheese.
Growing up, my mom never used kraft mac and cheese. She always made a stovetop version with just milk, macaroni, velveeta and black pepper. It was a simple struggle meal, but all of kids loved it.
Today's version combines Velveeta with a couple other cheeses, for a creamy and cheesy sauce.
Shell pasta is always a favorite for mac and cheese. I love how the sauce gets stuck in the middle of each shell for an extra burst of flavor with every bite.
My girls love this for lunch or dinner. We usually serve it with some kind of veggie or salad for lunch, and with chicken, beef or fish and a veggie for dinner.
Made it different every time by trying different cheese, adding meat or veggies. You can even pour it into a casserole, top with cheese or bread crumbs and bake it for a side to Sunday dinner.
Keep scrolling for tips, additional easy pasta recipes and more!
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Shopping list:
- medium shell pasta
- milk
- butter
- black pepper
- salt
- seasoned salt
- Velveeta cheese
- monterey jack cheese
- cheddar cheese
Scroll down to the printable recipe card for measurements and instructions!
Recipe tips:
- We recommend freshly shredded cheese for better taste and melt.
- Refrigerate leftovers in an airtight container for up to three days.
More easy pasta recipes you may like:
- Pepperoni Rotini Pasta Salad
- Baked Cheesy Pasta
- Beefy Taco Pasta
- Creamy Garlic Shells
- Creamy Tomato Pasta
- Slow Cooker Lazy Lasagna
You can add or substitute with these ingredients:
- add cooked ground beef taco meat
- add cooked ground turkey
- add cooked broccoli
- use swiss cheese instead of monterey jack
- use half and half instead of milk
- add minced garlic
- use macaroni instead of shells
- use creole seasoning instead of seasoned salt
Kitchen equipment and supplies you may need:
- OXO Good Grips 7-Piece Nesting Measuring Beaker Set
- Chef Craft Select Plastic Deep Colander
- T-fal Hard Anodized Nonstick 14 Piece Cookware Set
- Cambom Manual Rotary Cheese Grater
I hope you enjoy this recipe as much as our family did!

Easy Shells and Cheese
Ingredients
- 1 - 16 ounce box medium shell pasta
- 2 cups milk
- 1 tablespoon butter
- 1 teaspoon black pepper
- ½ teaspoon salt
- ¼ teaspoon seasoned salt
- 1 - 16 ounce block Velveeta cheese, diced
- 1 cup freshly shredded monterey jack cheese
- 1 cup freshly shredded cheddar cheese
Instructions
- Cook the pasta shells according to the package directions. Drain well.
- In a large saucepan or dutch oven over medium heat, melt the butter. Stir in the milk and seasonings, heating until the milk is steamy and hot.
- Add the cheeses into the milk and stir until melted.
- Mix the pasta into the cheese sauce. Serve while hot.
Notes
We recommend freshly shredded cheese for better taste and melt.
Refrigerate leftovers in an airtight container for up to three days.
Nutrition Facts
Calories
666.8Fat
28.62 gSat. Fat
12.6 gCarbs
64.6 gFiber
2.74 gNet carbs
59.86 gSugar
12.05 gProtein
26.39 gSodium
1612.83 mgCholesterol
77.04 mgSweet Hazel Honey is not responsible for the outcome of any recipe you try from this blog/website. You may not always have the same results due to variations in ingredients, humidity, altitude, cooking temperatures, typos, errors, omissions, or individual cooking abilities.
You are solely responsible for ensuring that any nutritional information provided is accurate, complete, and useful. I am not a certified nutritionist and make no claims to the contrary. Each individual's dietary needs and restrictions are unique to the individual.
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