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Forget the boxed stuff – make this homemade shells and cheese in a matter of minutes for a family friendly dinner any night of the week.

Close up of a bowl filled with homemade shells and cheese.

I grew up in the ’90s with a lactose-intolerant dad. If you know anyone who dealt with a dairy intolerance back then, you already know that the options were…well, slim to non-existent.

That means we had very little dairy in our house. My mom kept milk around for her and me and we’d occasionally go out for ice cream or pizza, but overall she tried to keep our meals as dairy-free as possible.

Which meant that we almost never had mac and cheese.

If you know me now as an adult, you know that cheese is my favorite food. And I have a particular fondness for mac and cheese. 

When I was a teenager, I spent many an evening at my best friend’s house eating boxed shells and cheese and watching trashy reality TV. Those nights were glorious, both for the company and the food.

These days, I have a little girl who shares my love for mac and cheese. Right now, she’s really obsessed with shells and cheese – don’t ask me why, it’s just one of those 4-year-old things.

So while she’ll happily eat things like spaghetti with roasted tomato sauce, homemade hamburger helper, or crockpot pulled chicken many nights of the week, it’s nice to have this homemade shells and cheese recipe to whip up for her every once in a while, too.

Two white bowls filled with homemade shells and cheese.

Quick and easy homemade shells and cheese

You might assume that since my husband is a chef and I’m a food blogger, everything at our house is homemade 100% of that time. But that’s totally not the case.

We believe in balance at our house. So sure, we make a lot of our meals from scratch, but we also don’t mind keeping boxed stuff around the house. We’re tired and sometimes you just need a shortcut, after all.

So our daughter has had plenty of boxed macaroni and cheese in her life. But we also make it from scratch a lot, too.

When I was trying to recreate Velveeta shells and cheese, I knew I wanted the homemade version to be just as quick and easy. That means only using one pot and being able to make it in about 20 minutes.

And even though I don’t mind using Velveeta cheese occasionally (it’s great for making a super silky broccoli cheese soup!), I didn’t want to use it in this recipe.

This homemade shells and cheese uses just 4 simple ingredients, takes only a few minutes to make, and is sure to please your entire family.

Wooden spoon holding up homemade shells and cheese over a pot of the pasta.

How to make homemade shells and cheese

This copycat shells and cheese is super quick and easy to make, it’s sure to become a permanent addition to your weeknight dinner rotation.

Ingredients you’ll need

This shells and cheese recipe uses just 4 simple ingredients, so you can keep what you need on hand for the next time your kids ask you to make them shells and cheese.

Ingredients for homemade shells and cheese arranged on a blue countertop.

You’ll need:

  • Pasta shells: For this recipe, you’ll need 1 pound of dried pasta shells. I suggest getting small shells (sometimes called mini shells) or medium shells. Leave the jumbo pasta shells for making stuffed shells
  • Evaporated milk: Evaporated milk serves as the base for our cheese sauce. 
  • Cream cheese: Cream cheese adds a tangy flavor to the sauce and helps make it nice and creamy.
  • Shredded cheddar cheese: I know it’s tempting to use pre-shredded cheese, but take the time to shred the cheese yourself. It will melt much better and taste better, too! I like to use sharp cheddar, but medium cheddar is just fine.

You will also need salt to taste. Black pepper obviously isn’t “traditional” for boxed shells and cheese, but we love pepper around here so we always add some to ours.

Making this recipe

This shells and cheese recipe is made all in one pot or saucepan. You won’t need to make a roux, bake it, or any extra steps like that.

All of those things are great and I do love recipes that use them, but sometimes we just want a quick stovetop recipe!

Cooked and drained pasta shells in a metal colander.

Bring a large pot of salted water to a boil. Once boiling, cook the pasta shells according to the package directions.

We like our shells to be al dente. How long this takes will depend on what size shells you buy, so make sure to check the box for your cooking time.

Once the pasta is cooked, drain it. Place the pot back over low heat.

Now add the cream cheese and the evaporated milk and whisk until the cream cheese is melted. Add the shredded cheddar cheese, a small handful at a time, and whisk until it is melted and well combined.

Now add the cooked shells back to the pot, stirring to coat with all of that cheesy goodness. Taste and season with salt (and pepper) as desired. 

If the sauce is too thick, feel free to add another splash or two of evaporated milk to bring it to your desired consistency. 

Freshly mixed homemade shells and cheese in a large dutch oven on a blue countertop.

Recipe variations

This recipe, as written, makes a classic shells and cheese. But just because that’s the classic version doesn’t mean you can’t change it up however your family likes!

Substitute the cheddar cheese for your family’s favorite cheese. 

My kid really loves white shells and cheese, so in our house we often swap yellow cheddar for white. But you could even do a mix of cheeses, such as pepper jack and cheddar.

If you want this to be more of a full meal than a side dish, try incorporating some veggies and protein.

Cooked chicken, diced ham, crumbled bacon, or sliced smoked sausage are great protein options. For veggies, we love adding some cooked broccoli or frozen peas. 

Overhead view of two bowls filled with homemade shells and cheese on a blue countertop.

Frequently asked questions

Store any leftovers in an airtight container in the refrigerator for up to 3 days. Reheat leftovers in the microwave or on the stovetop over low to medium heat.

Evaporated milk has a thicker, creamier consistency than whole milk. In fact, it’s similar in consistency to heavy cream, but with quite a bit less fat and fewer calories. 

So while you could swap in whole milk for the evaporated milk, I don’t recommend it. Stick with evaporated milk for a richer, creamier cheese sauce.

Fork holding up a bite of homemade shells and cheese.
Spoon holding up a spoonful of homemade shells and cheese.

Homemade Shells and Cheese

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Prep Time 5 minutes
Cook Time 15 minutes
Total Time 20 minutes


  • 1 pound pasta shells
  • 4 ounces cream cheese
  • ½ cup evaporated milk
  • 8 ounces freshly shredded cheddar cheese
  • Salt to taste


  • Cook pasta shells according to package directions in a large pot of boiling, salted water. Once cooked, drain the pasta and return the pot to low heat.
  • Add the cream cheese and evaporated milk, stirring until the cream cheese is melted. Add the cheddar cheese and stir until melted and well combined.
  • Add the pasta back to the pot, stirring to coat with the cheese sauce. Taste and season with salt to taste.


If the sauce is too thick, add a few more splashes of evaporated milk until you reach your desired consistency.


Calories: 529kcal | Carbohydrates: 61g | Protein: 21g | Fat: 22g | Saturated Fat: 12g | Polyunsaturated Fat: 1g | Monounsaturated Fat: 5g | Cholesterol: 63mg | Sodium: 333mg | Potassium: 286mg | Fiber: 2g | Sugar: 5g | Vitamin A: 683IU | Vitamin C: 0.4mg | Calcium: 356mg | Iron: 1mg
Tried this recipe?Let us know how it was!


  1. By the reaction of your daddy when he saw this, it will be on the menu next week. He liked the bowls you have it in, too. ๐Ÿ™‚ I’m thinking hamburgers on the grill with this on the side.

  2. YUM! I love Mac and Cheese. I could eat it ALL the time! I am heading over to see the recipe. P.S. thanks–now I am craving a big bowl of this!

  3. Velveeta night was THE BEST NIGHT EVER growing up, particularly when my mom selected the box with those lovely fake bacon bits. Now that I’m grown up, velveeta tooootally creeps me out too (I”m pretty sure a fly wouldn’t even land on that orange log). Now though, I can have it all: the taste of childhood, minus the adult scary feelings about fake cheese. Basically, you are my hero.

    1. I personally don’t taste the cream cheese at all – tastes just like shells and cheese to me, but if you are highly sensitive to the taste of cream cheese I don’t know how it would taste to you personally.

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