
Friends: I’m joining the 30 Days of Gratitude on the Foodie With Family Facebook page. If you can, share something you’re grateful for—big or small. If daily is too much, join whenever you can.
I’ll start with a confession and then gently insist you make this my way. My confession: I don’t like baked macaroni and cheese. I know that shocks some of you and seems no big deal to others. For me it’s a texture thing. However, I absolutely love creamy mac and cheese, and shells and cheese is my obsession. Small shells cradle sauce perfectly, and the result is irresistibly comforting.
What used to put me off one-pot creamy mac was the fuss: béchamel in one pan, pasta in another, then combining—messy and time-consuming. Then I discovered a stove-top method where the pasta cooks directly in the milk. The starch from the pasta thickens the sauce as it absorbs liquid, giving a luxurious, creamy texture with minimal cleanup.
Over the years I’ve tweaked this approach to suit my family. There are many one-pot macaroni recipes out there, but this version is the one that consistently works for us. Follow it closely and it will reward you. A few choices are optional—like the milk you prefer or whether you top it with my Taco Mac Hack—but the method is important.
Important tips:
- Choose your milk: Any milk from skim to whole will work. The fat content affects richness but not the technique.
- Use small shells: This recipe is tuned for small shells. Other pastas may behave differently; shells consistently produce the best texture because they hold sauce in their crevices.
- Use half Monterey Jack and half extra-sharp Cheddar: Monterey Jack melts smoothly and is mild, while extra-sharp Cheddar adds tang and depth. The combination gives the ideal balance of creaminess and flavor.
- Grate your own cheese: Pre-grated cheese often contains anti-caking agents that prevent smooth melting. Freshly grated cheese unites into a silky sauce—worth the extra minute.
- Do not walk away from the pot: Stir frequently. The starch released by the pasta thickens the milk as it cooks; that creamy mixture can stick and scorch if left unattended. Stay nearby and stir, scraping the bottom of the pan to prevent burning.
My Taco Mac Hack: Top bowls of the creamy shells with warmed taco meat or browned Mexican-style chorizo and a few candied jalapeños. If you like ketchup on mac, a spoonful of salsa works, too. It’s an easy way to transform the dish into a fun weeknight meal.

One-Pot Creamy Shells and Cheese Plus Bonus Taco Mac Hack
Rebecca Lindamood
Ingredients
- 1 pound small shells pasta Do NOT use medium shells.
- 4 cups milk plus extra if needed
- 3 tablespoons butter
- 1/2 teaspoon ground mustard powder
- 2 teaspoons kosher salt
- 1/2 teaspoon garlic powder
- 1/2 teaspoon onion powder
- 1 cup grated Monterey Jack cheese
- 1 cup grated extra sharp Cheddar cheese
- freshly ground pepper to taste
Optional for Taco Mac:
- Fully cooked taco meat or browned chorizo
- Candied jalapeños
Instructions
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Place the small shells, milk, butter, mustard powder, salt, garlic powder, and onion powder in a large saucepan over medium heat. Stir nearly constantly and scrape the bottom of the pan to prevent sticking. Bring the mixture to a gentle simmer, then reduce the heat to low.
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Continue stirring and simmer the pasta for about 15 minutes, until the milk is almost absorbed and the shells are tender. Test a shell carefully. If the pasta needs more time and the milk is nearly gone, add additional milk 1/4 cup at a time and cook another 3–5 minutes as needed.
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Remove the pan from the heat and stir in the grated cheeses until smooth and fully combined.
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Cover the pan and let it rest undisturbed for 3–5 minutes. Stir once more, season with freshly ground pepper to taste, and serve hot.
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Store leftovers in a sealed container in the refrigerator. Reheat in the microwave or on the stove with a splash of milk to restore creaminess.
To Make Taco Mac:
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Top bowls of hot creamy shells with warmed taco meat or crispy browned chorizo and garnish with candied jalapeños if desired.
Nutritional information is an estimate and provided as a courtesy. Calculate nutrition using the exact ingredients you use if needed.
Did you make this recipe?
Tag @foodiewithfam on Instagram and use #foodiewithfamily so I can see your creations!