Mac and Cheese Soup

Mac and cheese soup is pure comfort in a bowl – creamy, cheesy, and absolutely irresistible! This recipe combines tender vegetables, perfectly cooked pasta shells, and a triple-cheese blend that creates the most luscious, soul-warming soup you’ll ever taste. With simple pantry ingredients and just 25 minutes from start to finish, this is about to become your new go-to comfort food recipe.

Love More Soup Recipes? Try My Chicken Mushroom Wild Rice Soup or this Butternut Squash Soup next.

Why You’ll Love This Recipe

This mac and cheese soup hits every comfort food craving! It’s got that nostalgic mac and cheese flavor we all adore, but in a cozy soup form that’s perfect for chilly evenings. The best part? It’s incredibly easy to make with ingredients you probably already have in your kitchen.

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Ingredient List

For the Soup Base:

• 2 tablespoons olive oil
• 1 onion, diced
• 2 large carrots, diced
• 2 stalks celery, diced
• 4 cloves garlic, finely chopped
• 1½ teaspoons black pepper
• 1 teaspoon salt
• ½ teaspoon cayenne pepper
• ½ teaspoon mustard powder
• A pinch of nutmeg
• 6 cups vegetable broth, divided
• ¼ cup all-purpose flour
• 2 cups uncooked pasta shells (or another small pasta)

For the Creamy Cheese Base:

• ½ cup heavy cream
• 1 (8-ounce) block cream cheese
• 3 cups shredded cheddar cheese

Optional Garnishes:

• Fresh chives, chopped
• Green onions, sliced
• Cooked bacon, crumbled

Why These Ingredients Work

So my grandma used to throw onions, carrots, and celery into everything she cooked, and I never really got why until I started cooking myself. Turns out there’s actually a fancy French name for it – “mirepoix” – but basically these three vegetables do all the work of making your soup taste like it’s been cooking all day when you’ve only been at it for twenty minutes.

That mustard powder thing happened totally by accident. I was making this soup one night and grabbed what I thought was paprika, but it was mustard powder instead. My husband took one bite and was like “what did you do different?” in that good way. So now I always add it. And the nutmeg? That’s something my mother-in-law told me about years ago. She said it makes cheese taste “more like itself” which sounds weird but it’s actually true. You can’t really taste it, but something about it just makes the whole thing work better.

Essential Tools and Equipment

You don’t need anything fancy for this – just whatever you’ve got in your kitchen already. I make this in my old Dutch oven that’s probably seen better days, but any big pot works. Regular cutting board, whatever knife you usually use (mine’s nothing special), your measuring cups, and something to stir with. If you’re doing the cheese grating yourself, you’ll need that box grater too. That’s it. No weird gadgets or anything you don’t already own.

How To Make Mac and Cheese Soup

Step 1: Sauté the Vegetables

Get your biggest pot out (you know, the one that’s probably buried under three other pans) and heat up that olive oil over medium heat. Toss in your chopped onion, carrots, and celery – don’t worry if your dice job isn’t Instagram-perfect, nobody’s judging here. Let them cook for about 4-5 minutes while you clean up your cutting board. Whatever you do, don’t wander off to check your phone because I’ve definitely burned vegetables that way before.

Step 2: Add the Aromatics

Time to throw in that minced garlic along with all your spices – the black pepper, salt, cayenne, mustard powder, and that tiny bit of nutmeg. Stir it all around and let it cook for another 3-4 minutes. This is when my kitchen starts smelling so good that my neighbor’s dog shows up at my back door looking hopeful.

Step 3: Create the Base

Pour in about a cup of your vegetable broth and sprinkle that flour over everything. Now stir like you’re trying to win a stirring contest for 1-2 minutes until it’s all smooth and starts getting thicker. I used to skip this step and wonder why my soup was watery – turns out there’s actually a reason for all these steps!

Step 4: Add Broth and Pasta

This part requires some patience, which isn’t my strong suit, but slowly pour in the rest of your broth while stirring constantly. I’m talking turtle-slow here, not “I’m running late for dinner” speed. Add those pasta shells and let everything bubble away for 8-10 minutes until the pasta has some bite left to it. My kids always try to fish out pasta pieces to test them, which drives me slightly crazy but also means they’re invested in the process.

Step 5: Make It Creamy and Cheesy

Here’s where the magic happens and why we’re all really here. Stir in that cream first, then start adding chunks of cream cheese and watch them slowly disappear into creamy goodness. Finally, add your shredded cheddar handful by handful – don’t dump it all in at once unless you want cheese clumps floating around like little orange islands. My husband always hovers around the kitchen during this step because he knows we’re about five minutes away from soup perfection.

Step 6: Serve and Enjoy

Grab your favorite bowls and ladle this gorgeous soup into them. I like to go crazy with toppings – chives for color, green onions for a little zing, or bacon because everything’s better with bacon. Sometimes I put out all three and let everyone build their own bowl. Fair warning: you might find yourself scraping the pot with a spoon when you think nobody’s looking. I definitely haven’t done that. Multiple times.

You Must Know

Once you add any cheese to this soup, pretend your stove dial only goes up to “barely warm.” I got impatient once and cranked up the heat because my mother-in-law was coming over and I was running behind schedule. What I ended up with looked like cheese curd soup, and let me tell you, that’s not a good look when you’re trying to impress anyone.

My personal secret: Take that block of cream cheese out of the fridge about 20 minutes before you start cooking. I learned this after spending way too many dinners trying to mash cold, stubborn cream cheese chunks with my spoon while my family sat there waiting. Room temperature cream cheese melts like butter – cold cream cheese is basically soup enemy number one.

Pro Tips & Cooking Hacks

• Real talk about cheese: Skip the pre-shredded stuff if you possibly can. I know it’s more work, but those weird powdery coatings they put on bagged cheese can make your soup feel gritty. I usually grate my cheese while the vegetables are cooking – takes maybe 3 minutes and makes such a difference.
• Don’t overcook the pasta: Cook those shells until they still have a little firmness because they’re going to keep cooking in that hot soup. I served mushy pasta soup to my book club once and I’m still not over the embarrassment.
• Cheese patience is key: Add your cheese slowly, like you’re coaxing it into the soup instead of forcing it. A handful at a time, lots of stirring, and don’t rush it. This is what separates okay soup from “can I have the recipe” soup.
• Fixing thickness issues: Too thick? Add more broth. Too thin? Let it simmer uncovered for a bit longer. Both things have happened to me more times than I care to admit, but both are totally fixable.

Flavor Variations & Suggestions

• For the bacon obsessed: Cook 4-6 strips of bacon in your pot first, then use that gorgeous bacon grease instead of olive oil for cooking your vegetables. Crumble the bacon and put it on top when you serve. My dad specifically requests this version every time he visits.
• Sneaky vegetable addition: Throw some frozen peas or corn in with the pasta – my kids don’t even notice them but I feel way better about what they’re eating.
• If you like heat: Double up on that cayenne or dice up a jalapeño and cook it with the vegetables. My brother-in-law is obsessed with this spicy version, though the rest of us keep a glass of milk handy.
• Getting fancy: Replace some of that cheddar with gruyere or really sharp white cheddar. I did this for a dinner party once and felt very chef-like.
• Making it a meal: Shred some rotisserie chicken or chop up leftover ham and stir it in during the last couple minutes. Perfect way to use up Sunday dinner leftovers and make this soup more filling.

Make-Ahead Options

Look, I’m gonna be honest with you – this soup tastes best right when you make it, but life is messy and sometimes you need to plan ahead. What I usually do is chop up all my vegetables on Sunday when I’m meal prepping anyway, then stick them in a container in the fridge. Saves me from crying over onions on a Tuesday night when I’m already exhausted.

The actual soup keeps okay in the fridge for about a day, but it gets really thick overnight – like, spoon-stands-up-in-it thick. Just splash some more broth in when you’re reheating it and stir it around. My teenager actually likes leftover mac and cheese soup better than fresh because he claims it tastes “more intense.” Kids are weird, but he’s not wrong.

Recipe Notes & Baker’s Tips

• Stop panicking about thin soup: When you first finish making this, it looks way thinner than you think it should. I used to add more flour or cheese trying to “fix” it, which just made things worse. Give it five minutes to sit and it thickens up perfectly on its own.
• Second day is even better: I don’t know what happens in that fridge overnight, but day-two soup hits different. All those flavors just hang out together and become best friends. It’s like soup therapy.
• Freezer situation: Yeah, you can freeze this for a couple months, but I’m not gonna lie – the texture gets weird when you thaw it. Still edible and tasty, just not that silky smooth thing you had originally. I usually only freeze it if I made way too much and can’t bear to throw it away.

Serving Suggestions

This soup is basically begging to be served with some crusty bread that you can dip straight into your bowl – don’t even pretend you’re too fancy for that because we all do it. I also really like putting a simple salad with balsamic dressing on the side because all that cheese needs something fresh to balance it out.

But if you really want to go overboard, make grilled cheese sandwiches to go with it. My kids call this “the double cheese special” and honestly, they’ve got the right idea. Sometimes I get crazy and sprinkle everything bagel seasoning on top because I’m apparently that person who puts it on everything now, but the crunchy, savory bits are actually really good with the creamy soup.

How to Store Your Mac and Cheese Soup

Fridge storage: This soup hangs out in the fridge just fine for about 4 days. I use those glass containers because they don’t end up smelling like cheese forever like my plastic ones do. Freezer deal: It’ll stay good frozen for maybe 3 months, but I’m telling you right now – it’s not going to look or feel the same when you thaw it out. Still tastes decent, just different texture-wise. Reheating without disaster: Heat it up slow and low on the stove, and add some extra broth if it looks too gloppy. Do NOT microwave this on high power unless you want to end up with separated cheese chunks floating around. Trust me, I’ve been down that road and it’s not pretty.

Allergy Information

What’s in here that might cause problems: This recipe is loaded with dairy – cream cheese, heavy cream, cheddar cheese, the works. Plus gluten from the flour and pasta. If you can’t do dairy: My sister-in-law who’s lactose intolerant swaps in coconut cream, some dairy-free cream cheese from Whole Foods, and nutritional yeast instead of regular cheese. It’s definitely different but still really satisfying! Going gluten-free: Just use gluten-free flour and whatever gluten-free pasta you like. I’ve made this for my neighbor who has celiac and it worked out great. She actually prefers it with those little rice pasta shells. Making it vegan: Use all the dairy swaps I mentioned plus make sure your vegetable broth is actually vegan (some aren’t, weirdly). It won’t taste exactly like the original, but it’s still a really comforting bowl of soup.

Questions I Get Asked A Lot

Can I use different types of pasta?

Yeah, for sure! I’ve thrown in elbow macaroni, those little bow tie things, rotini – whatever small pasta I have sitting in my pantry works fine. Just cook it the same amount of time and make sure it’s still got some bite to it. My youngest goes through phases where she only wants alphabet pasta, which makes dinner way more entertaining when she’s spelling words with her soup.

Why did my soup turn out grainy?

Oh man, I’ve been there so many times. This happens when your soup gets too hot after you dump the cheese in, or when you get impatient and add it all at once. Next time keep your heat really low and add the cheese bit by bit while stirring constantly. I probably made grainy cheese soup like six times before I figured out what I was doing wrong.

Can I make this soup in a slow cooker?

You could try it, I guess? Sauté all your vegetables first in a pan (don’t skip this part), then throw everything except the cream and cheese stuff into your slow cooker for a couple hours on low. Add the dairy stuff in the last half hour. I’ve only done this once because I’m too impatient for slow cooker cooking, but my friend Janet swears by making it this way.

How do I prevent the pasta from getting mushy?

Cook it until it’s still a little firm because it’s going to keep cooking in that hot soup whether you want it to or not. If you’re making this ahead of time, you might want to cook the pasta separately and just add it when you’re ready to eat. My mom does it this way when she’s feeding the whole extended family because she’s learned from experience.

💬 Did you make this soup? Tell me how it went in the comments! I want to hear about all your kitchen disasters and victories.