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Mac and Cheese Soup

Mac and Cheese Soup is creamy and cheesy just like mac and cheese and if you’re a mac and cheese lover (who isn’t?), this soup is sure to become a favorite. A warm bowl of this soup is the perfect ending to a fall or winter day.

Mac and Cheese Soup in a blue bowl.

Tender pieces of pasta floating in a super cheesy broth- who can resist that?

Kids will love its simple but delicious flavor.

With both cheddar cheese and Velveeta cheese, this soup has plenty of cheese flavor. I used little shells for the pasta, but you could use any shape. Be sure not to overcook the pasta though. If anything you want to undercook it just a touch. Swimming in that cheesy, warm liquid, it will get plenty soft.

In fact, this soup is best eaten the day it is made. Over time the pasta will suck up the liquid and it won’t be soup anymore.   🙁

Spoon scooping a bite of soup.

Make in Under 30 Minutes

This soup doesn’t take long at all to make and it’s the perfect meal to make at the end of a long workday when you’ve really worked up an appetite. If you’re organized it can easily be made in well under 30 minutes. A little onion, celery, dry mustard, Worcestershire sauce, and garlic sauce give it plenty of flavor.

Spice Level

I also like to add just a touch of cayenne pepper. Enough for your taste buds to notice it, but not enough to make it spicy. Of course, you could add more and make it spicy. With a blog named Spicy Southern Kitchen, I certainly can’t discourage anyone from making something spicy.  🙂

Mac and Cheese Soup in a blue bowl.

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Watch The Short Video Below To See How Easy This Recipe Is To Make.

Mac and Cheese Soup

Mac and Cheese Soup is creamy and cheesy just like mac and cheese and if you’re a mac and cheese lover (who isn’t?), this soup is sure to become a favorite. 
PREP: 15 minutes
COOK: 10 minutes
TOTAL: 25 minutes
SERVINGS: 6 servings


  • 2 cups uncooked small pasta shells
  • 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 (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


  • Cook pasta shells to al dente in salted water. They will cook a little more in the soup and absorb liquid from it, so be careful not to overcook.
  • Melt butter in a Dutch oven or large pot. Add celery and onion and cook until celery is soft.
  • Sprinkle flour on top of celery and onion. Stir it into the butter and cook 1 minute.
  • Gradually whisk in chicken broth and milk. Bring to a simmer. Add dry mustard, Worcestershire sauce, garlic salt, black pepper, and cayenne pepper. Continue to simmer until it thickens some.
  • Add cubes of Velveeta and stir until melted.
  • Remove from heat and stir in cheddar cheese.
  • Stir in cooked pasta and serve.


Calories: 422kcal
Author: Christin Mahrlig
Course: Soup
Cuisine: Southern
Keyword: mac and cheese

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Originally posted October 29, 2015.

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32 thoughts on “Mac and Cheese Soup”

  1. Sean Giffin

    Have not tried this yet but am thinking this might be good to make maybe next week once my mouth has healed a bit from dental surgery I just had yesterday because it will be soft enough to eat where I have no top teeth and I love Mac & cheese so thanks for posting this recipe.

  2. This recipe was off the charts. It was super easy to make and my family could not get enough. I looked at many other macaroni and cheese soup recipes and am so super happy I decided on this one. Even happier I doubled it for leftovers.
    Thanks for a great cooking experience!!

  3. Hi, this looks great but we don’t have velveeta in the UK, what could be used as an alternative?

    1. I noticed no one had replied so I did a little Google search and apparently there are lots of recipes for homemade velveeta. Also, Cheese Whiz was a suggestion. (Hopefully that is available to you there.) Anyways, hope this helps and happy cooking 🙂 Cheers!

  4. Dorothy Nelson

    Do you think it would come out alright if I already have pre-made mac n cheese and I just add it to sauteed celery and onions and chicken stock and your seasonings?

    1. I just did this. Skipped the Velveeta since it was already in the pre-made Mac, but did everything else the same. Came out great!

      Also, I also just had dental surgery, so can confirm it’s mushy enough. I chopped the veggies extra fine and small-chopped the cooked pasta.

  5. UK people! I substituted Velveeta with Cathedral City spreadable cheese and it worked perfectly. I think next time I might try Philadelphia! This was so delicious.

  6. Misscenterway

    Finally! I’ve found a blogger I will follow! I’m an old-fashioned Southern cook…an aged one at that. So to say my new pantry is filled with cookbooks, clippings and magazines is an understatement. I just wanted a mac and cheese soup to use up some leftover mac and cheese. So, I stumbled on your blog and I’m hooked. I love the way you layout the recipe, you don’t have 1000 pictures of a wooden spoon stirring butter while it melts, etc. I also love that you put a printable version that is easy to find! You’re my kind of cook. Thanks for sharing and I’ll be trying your recipe for lunch! 🙂

  7. Jenny from Flour Sack Sweets

    YUM! I’ve often thought mac and cheese as a soup would be out of this world. I’m going to try your recipe this weekend! Thanks for sharing it!

  8. This is the ultimate comforting soup! I love how creamy and thick it is! My son is a huge mac & cheese fan so he would gobble this soup down in no time!

  9. Thao @ In Good Flavor

    I can’t think of a more kid-friendly soup than this! This is brilliant, Christin!!

  10. Ashley | The Recipe Rebel

    This looks so thick and creamy! I think it would be a big hit with all of us, adults and kids alike!

  11. Amy (Savory Moments)

    This is a genius idea! Hoe have a never seen or thought of this before? Talk about the ultimate comfort dish! Yum.

  12. I love mac and cheese, but I’ve never had a soup with it before! This sounds so incredible, I could see myself devouring that entire bowl.

  13. Sarah @Whole and Heavenly Oven

    Oh my GOODNESS. This is for real the most genius take on soup I’ve seen in a long time! My family are huge mac ‘n’ cheese fans, so I’m thinking that this soup is in our future!

  14. This is my kind of soup. I am all for reversing the cheese to carb ratio! Let’s all go for a dip in this cheese pool. I’ll bring the noodle (hehe…sorry. that was a terrible joke.)

  15. Gayle @ Pumpkin 'N Spice

    Mac cheese soup?! This sounds so delicious, Christin! This looks like the most delicious comfort food for the cold and rainy weekend that’s headed my way!

  16. Ashley @ Wishes & Dishes

    This is amazing!! I am seriously drooling! I love mac and cheese and turning it into a soup is pure genius.

  17. Kristine | Kristine's Kitchen

    This looks like the ultimate comfort food! My kids aren’t soup fans, but they love mac and cheese and I think they would love THIS soup! 🙂

  18. Joshua Hampton

    Oh wow. My eyes went as big as saucers when I saw pictures of the soup. So much cheese. My kids will go crazy over this soup.

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