Home » Recipes » Soups and Stews » Mac and Cheese Soup

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.

Never miss a recipe. Follow Spicy Southern Kitchen on Facebook, Instagram, and Pinterest.

More Mac and Cheese Recipes

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

Want to Save This Recipe?

Originally posted October 29, 2015.

Sharing this recipe with The Weekend Potluck.

Leave a Comment

Your email address will not be published. Required fields are marked *

Recipe Rating

I accept the Privacy Policy

32 thoughts on “Mac and Cheese Soup”

  1. This is a delicious soup recipe. I made some for a neighbor and she loved it so much so I sent her the recipe. I’m making another batch for a different neighbor today. I’m sure she’ll love it to!

    1. This is delicious soup. I took some to a neighbor and she asked for the recipe. She said,”this is a keeper!”
      I be making more this evening. We love it!

  2. We thought this was delicious, even better than some regular mac and cheese I’ve made. I pretty much followed the recipe but omitted the celery and used a large onion instead, and used orecchiette instead of shells, which are a bit more substantial and I think better. Definitely one I’ll be making again (and again).

  3. Absolutely delicious. The only thing I added was an extra cup or two of chicken broth. Definitely will make this recipe again!

  4. My family loved this recipe. I will definitely make it again.
    The only difference I made was I used elbows because I didn’t have any shell pasta.

  5. Your kids would love this Mac and cheese soup. It’s perfect for a cold night. I even added a pound of sausage to it and my husband loved it. Can not want to make it again. Happy cooking❣️

Scroll to Top