Velveeta Shells and Cheese

Smooth and creamy with lots of golden yellow cheese sauce this copycat Velveeta Shells and Cheese recipe always satisfies!

Medium shells sitting in pools of creamy melted Velveeta cheese on a white plate with a fork

Copycat Velveeta Shells and Cheese Recipe

This is the creamiest homemade macaroni and cheese with Velveeta! Better than a box and it really only takes a few minutes longer to make. This pasta makes a great side dish.

Serve with a simple Vegetable Tray or a fun Zucchini Ribbon Salad for a simple meal the whole family enjoys.

Our Crock Pot Mac and Cheese has been super popular on Pinterest, so we used it as the basis for this recipe. The crock pot is convenient for traveling and holiday parties. We prefer this stove top recipe for quick weeknight meals to feed the family.

Shells and cheese being stirred together as Velveeta melts in a pan

Small or medium shells cradle and absorb that yellow cheese sauce so beautifully!

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Baked Velveeta Shells and Cheese

We love to split the cheddar cheese by melting half of it in the cheese sauce and sprinkling the other half on top before baking. The extra layer of cheese on top pairs perfectly with panko bread crumbs and adds so much eye appeal.

Bake for 20 minutes to melt it all together and help the more liquid cheese sauce set up.

I love that baked shells and cheese doesn’t call for flour or a roux. That saves so much time!

9 x 13 dish of baked shells and cheese with Velveeta and panko bread crumbs

This baked Velveeta shells and cheese dish is best eaten right away. We enjoy reheating leftovers, but the bread crumbs do lose their crunch over time.

One of our holiday favorites is this Baked Mac and Cheese with Heavy Whipping Cream, but it takes so much more time than this super simple version here.

Ingredients Needed:

  • Shell pasta
  • Butter
  • Evaporated milk
  • Milk
  • Velveeta cheese
  • Shredded cheddar cheese

How to Make Shells & Cheese Better

Adding a thin layer of cheddar cheese and panko bread crumbs on top of shells and cheese is marvelous!

Bake for 5 – 10 minutes to melt the cheese and toast the bread crumbs. Broiling is also an option, but do not step away from the oven as it will not take more than 1 – 2 minutes!

Panko bread crumbs can be substituted for crushed ritz crackers or even a few crushed plain potato chips. Anything you enjoy that adds a little crunch and compliments a cheesy pasta dish will take your shells and cheese up a notch or two.

Plate of creamy baked Velveeta macaroni and cheese next to pan full

Add granulated minced onion or garlic or pepper are more options to make shells and cheese taste better.

Recipe Tips & Tricks

  • Any shape of pasta works fine, we prefer a shape that can hold more of the cheese sauce.
  • To make ahead of time cook the pasta, coat with butter and refrigerate. Wait until ready to serve to melt the cheese into the dish.
  • Extra make great leftovers, but try to only use breadcrumbs on the portion that you think will be eaten immediately as they absorb liquid and don’t reheat quite as well.
  • I use a board scraper to cut Velveeta cheese into blocks
  • Smaller cubes of cheese melt more quickly than larger cubes
Cooked shell macaroni in a generous amount of liquid cheese sauce with a wooden spoon

Step By Step Instructions

Bring pot of water to a boil and add about a teaspoon of salt before cooking pasta. Follow the directions on the box to cook shells.

Drain well, return to warm pan and add a few pats of butter.

Slices of butter on top of cooked and drained pasta shells

Stir well to coat the shells. This adds flavor and prevents them from sticking together.

Cooked shells coated in butter in a pan on stove

I like to add both types of milk next. Then turn the heat to medium low.

The milk will begin to warm up while you measure and add the other ingredients.

Add cubes of Velveeta and stir well.

Cubes of Velveeta on top of macaroni in milk in a pan on the stove top

Then add shredded sharp cheddar cheese and stir well.

Shredded cheddar cheese on top of cubed American cheese and shells

Once all of the cheese is melted and smooth, serve immediately or pour into a baking dish to bake.

Velveeta and cheddar cheese melting on stove top with shells pasta

Remove from heat to serve. The mac and cheese mixture will continue to firm up over time.

Shells and Cheese for a Crowd

We like to make a double batch in a larger pot for parties. A big batch fills up a big tin foil pan and works great for holiday parties.

Large tin foil pan with double batch of Velveeta Shells and Cheese for a crowd

More Delicious Easy Family Meals

Country Style Ribs and Sauerkraut is a great meal with lots of flavor that’s easy on the budget!

Pierogies and Kielbasa can be made quickly in a skillet and is delicious.

Easy Sausage Jambalaya mixes Andouille sausage and rice for an easy and unique meal.

Printable Shells and Cheese with Velveeta Recipe

Close up of pasta shells dripping with Velveeta cheese and a few sprinkles of bread crumbs

Velveeta Shells and Cheese

Servings 12 servings
Author: Jennifer
Smooth and creamy with lots of golden yellow cheese sauce this copycat Velveeta Shells and Cheese recipe always satisfies!
5 from 1 vote
Prep Time 5 minutes
Cook Time 20 minutes
Total Time 25 minutes


  • 1 pound shell pasta
  • 2 tablespoons butter
  • 12 ounce can evaporated milk
  • 3/4 cup milk
  • 16 ounces Velveeta cheese cut into cubes
  • 2 cups shredded cheddar cheese
  • 1/2 teaspoon pepper optional


  • Cook pasta in salted water according to package directions, drain and return to warm pan.
  • Stir butter into pasta.
  • Add remaining ingredients. Turn heat to medium low and stir well until cheese is melted.
  • Serve warm and enjoy!


Calories: 365kcalCarbohydrates: 37gProtein: 19gFat: 16gSaturated Fat: 9gPolyunsaturated Fat: 1gMonounsaturated Fat: 3gTrans Fat: 0.1gCholesterol: 50mgSodium: 776mgPotassium: 340mgFiber: 1gSugar: 8gVitamin A: 711IUVitamin C: 1mgCalcium: 452mgIron: 1mg

Nutritional Disclaimer

“Plowing Through Life” is not a dietitian or nutrition professional. Any nutritional information shared is an estimate and can vary greatly depending on specific products are used. If calorie count and other nutritional values are important to you, we recommend running the ingredients through an online nutritional calculator of your choice.

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One Comment

  1. Candice Banks says:

    5 stars
    I cannot believe there are no comments on this recipe yet. This was a hit at my in-laws Christmas dinner gathering today. So creamy and cheesy, it’s a keeper for sure.

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