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Easy Shells and Cheese

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!

shells pasta on a white plate with a bright striped and polka dot background.

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shells and cheese in a pot with a gray marble background.

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:

recipe ingredients displayed on gray marble background.

Scroll down to the printable recipe card for measurements and instructions!

Recipe tips:

shells mac and cheese in a white bowl with polka dot and stripe background.

More easy pasta recipes you may like:

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

shells and cheese on a spoon over a pot.

Kitchen equipment and supplies you may need:

I hope you enjoy this recipe as much as our family did!

shells and cheese in a white bowl with a fork.
Yield 6 servings
Author Sweet Hazel Honey
Prep time
5 Min
Cook time
20 Min
Total time
25 Min

Easy Shells and Cheese


  • 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


  1. Cook the pasta shells according to the package directions. Drain well.
  2. 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.
  3. Add the cheeses into the milk and stir until melted.
  4. Mix the pasta into the cheese sauce. Serve while hot.


We recommend freshly shredded cheese for better taste and melt.

Refrigerate leftovers in an airtight container for up to three days.

Nutrition Facts




28.62 g

Sat. Fat

12.6 g


64.6 g


2.74 g

Net carbs

59.86 g


12.05 g


26.39 g


1612.83 mg


77.04 mg

Sweet 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.

shells and cheese on a white plate with colorful background and recipe title text overlay.

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