Shells and Cheese

I wanted to make macaroni and cheese this week because we’re into casseroles right now. It gets harder and harder to eat before 7PM these days so I try to make meals on the weekends that I can refrigerate and then heat up during the week. Shepherd’s pie has been our go to lately because that has everything the kindergartner will eat – red meat, corn, and mashed potatoes. But you can only eat the same thing so many times before it gets boring. And while the kindergartner is happy to eat Shepherd’s pie, pancakes, and blue box mac’n’cheese as often as possible, I need something else.

I googled a couple recipes just to get an idea of what people were doing to make macaroni and cheese and sort of combined a bunch of recipes. The topping didn’t brown as I had hoped – next time, I’ll use melted butter instead of I Can’t Believe It’s Not Butter spray. This is not in any way, shape, or form good for you, so I was trying to cut down a little bit by not using butter in the topping, but it didn’t brown at all. It still tasted good, but visually it wasn’t as appealing.

You can use whatever shape pasta you want for this, but I liked the mini shells.

You can make this ahead of time and not bake until ready to eat (which is what I did) or you can bake as you make. Either way, you’re getting a dish of hot, bubbly mac and cheese at the end of the day and that’s never a bad thing.

Shells and Cheese

  • 1/2 pound small shells, cooked a couple minutes shy of al dente
  • 4 tbsp flour
  • 4 tbsp butter
  • 3 cups of milk (I used 1% and it came out fine)
  • 1 tbsp dry mustard
  • 1 tsp white pepper
  • 2 tsp onion powder
  • salt to taste
  • 12-14 oz shredded cheddar cheese – sharp or mild (I used mild, but I make it sharp next time)
  • 1 cup panko crumbs
  • 1/4 cup parmesan cheese
  • 2-3 tbsp melted butter (I’m guessing since I didn’t do this part) or I Can’t Believe It’s Not Butter Spray

In a pot of salted water, cook pasta a couple of minutes shy of al dente.

(If you are not making ahead, pre-heat your oven to 350)

In a medium sized pot, melt butter. Once butter is melted, add flour, pepper, mustard, and onion powder. Whisk together until golden brown.

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Add in the milk and continue to whisk. The mixture will thicken up, but this will take time, about 10-15 minutes. Once mixture is thickened, add in cheese. Stir until cheese is completely melted. Taste and decide how much salt you want.

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Stir drained pasta into cheese mixture.

Spray casserole dish with cooking spray. Pour shells and cheese into casserole dish. If you are not baking now, refrigerate until ready to use.


If you’re baking now, make the topping.

To make the topping: Decadent version: melt butter, stir in panko crumbs. Remove from heat and stir in parmesan. Spread over shells and cheese. Leaner version: mix parm and panko in a bowl, spread over shells and cheese, spray with fake butter spray.


Place tray in oven and cook about 30 minutes for non-make ahead, about 40 for refrigerated tray.

It’s not figure friendly, so I wouldn’t make this every week, but it’s really good on a really cold night.



About Kristin

I never thought I would love to cook. I did everything I could to avoid learning to cook. But somewhere along the line, cooking became less of a chore and more of a way to relax and be creative. Not everything I make is a smashing success, but I've had more successes than failures. After months of trading recipes with my friends through Facebook and email, I've decided to collect all my favorites here and also document my attempts at new adventures in cooking, too.
This entry was posted in Comfort Food, Dinner, Kid-Friendly, Vegetarian and tagged , , , , . Bookmark the permalink.

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