
This dish combines two comfort food classics into one ultimate indulgence. I developed this recipe after finding my grandmother’s vague notes about making both together—it took some testing to get it right.
The cheese soup starts with a simple roux, then melts in sharp cheddar and cream cheese for extra richness. Meanwhile, the macaroni cooks separately to maintain its perfect bite. The two come together for a velvety texture that’s impossible to resist.
What results is a bowl where every spoonful delivers both creamy soup and al dente pasta. The double-cheese approach ensures maximum flavor in every bite, with no shortcuts that would compromise quality.
Serve hot with extra shredded cheese on top for the full experience. This is comfort food at its most satisfying.
Ingredients for Macaroni and Cheese Recipe with Cheese Soup
Double the cheese, double the comfort. Simple ingredients, next-level indulgence.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 8 oz | Al dente, cooked separately |
| Unsalted Butter 🧈 | ½ cup | For roux and richness |
| All-Purpose Flour 🌾 | ½ cup | Thickens the soup base |
| Whole Milk 🥛 | 3 cups | Warm for smooth melting |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded from block |
| Cream Cheese 🧀 | 8 oz | Softened for extra creaminess |
| Yellow Onion 🧅 | 1 whole | Finely diced for flavor |
| Garlic Cloves 🧄 | 3 cloves | Minced for depth |
| Dijon Mustard 🟡 | 1 tbsp | Brightens the cheese flavor |
| Worcestershire Sauce 🫒 | 1 tsp | Use vegetarian version |
| Salt 🧂 | 1 tsp | Adjust to taste |
| Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Hot Sauce 🔥 | ½ tsp | Optional for heat |
| Shredded Cheddar Cheese 🧀 | ½ cup | For topping the dish |
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The cheese is everything here. Sharp cheddar from a block melts smoother than pre-shredded (it’s coated in anti-caking stuff). Cabot or Tillamook are my go-tos for that bold flavor. Cream cheese goes in cold—it’ll soften as the soup heats. For the milk, whole is best for richness, but 2% works in a pinch. The onion and garlic are your flavor base, so don’t rush the sauté.
No sharp cheddar? Colby or Monterey Jack will work, but add a pinch of mustard powder for tang. Out of cream cheese? Sour cream at half the amount gets you close. Vegetable broth can stand in for the milk if you want a lighter version. The hot sauce is optional (I use Tabasco), but that little kick balances the richness perfectly.
This keeps 3-4 days in the fridge—reheat gently with a splash of milk. Freezes for 2 months (thaw overnight, then warm on low). The pasta will soften, but honestly? Still delicious. Leftovers taste even better, somehow.
Why You’ll Love This Recipe
- One Pot Wonder: I toss everything in a single pot—elbow macaroni, butter, flour, milk—then melt in sharp cheddar. Minimal cleanup, maximum reward.
- Rich Cheese Sauce: The sharp cheddar melts into the milk and butter for a velvety, deep flavor that clings to every noodle. Honestly, it’s the best part.
- Feeds a Hungry Crowd: I make a big batch on Sundays and pack leftovers for lunches all week. Between us, it reheats like a dream.
- Pantry Staples Only: Butter, flour, milk, macaroni, and cheese—nothing fancy, just reliable ingredients I always have on hand. I’ll be real: it’s saved me on busy nights.
Step-by-Step Instructions for Macaroni and Cheese With Cheese Soup
This is the method I use for maximum creaminess and depth of flavor.
Step 1: Cook the Elbow Macaroni
Bring a large pot of salted water to a boil. Add the 8 oz Elbow Macaroni and cook until just al dente according to package directions, usually about 1 minute less than recommended. You want it slightly firm because it’ll finish cooking in the cheese soup.
Drain the macaroni in a colander and rinse briefly with cool water to stop the cooking process. Don’t rinse too much—you want some starch to remain for better sauce adhesion. Set aside while you prepare the cheese soup base.
Step 2: Make the Roux and Sauté Aromatics
In a large pot or Dutch oven, melt the 0.5 cup Unsalted Butter over medium heat. Add the finely diced 1 whole Yellow Onion and cook for 5-6 minutes until soft and translucent. Stir in the minced 3 cloves Garlic Cloves and cook for 30 seconds until fragrant.
Sprinkle the 0.5 cup All-Purpose Flour over the onion mixture and stir constantly for 1-2 minutes to cook the flour taste out. This creates your roux, which will thicken the cheese soup beautifully. Watch for the mixture to turn a light golden color.
Step 3: Build the Cheese Soup Base
Gradually whisk in the 3 cups Whole Milk, a little at a time, to prevent lumps from forming. Bring the mixture to a gentle simmer over medium heat, stirring frequently. The soup will begin to thicken as it heats.
Once simmering, add the 1 tbsp Dijon Mustard, 1 tsp Worcestershire Sauce, 1 tsp Salt, 0.5 tsp Black Pepper, and 0.5 tsp Hot Sauce. Stir well to combine. These seasonings add depth and balance to the rich cheese flavors.
Step 4: Add the Cheeses and Combine
Reduce heat to low and add the 2 cups Sharp Cheddar Cheese and 8 oz Cream Cheese. Stir constantly until both cheeses are completely melted and the sauce is smooth. The cream cheese adds a velvety texture that takes this to another level.
Add the cooked 8 oz Elbow Macaroni to the cheese soup and stir to coat every piece thoroughly. Let it sit for 2-3 minutes to allow the pasta to absorb some of the sauce and finish cooking.
Step 5: Serve with Topping
Taste and adjust seasoning if needed. Ladle the macaroni and cheese soup into bowls and top each serving with 0.5 cup Shredded Cheddar Cheese. The cheese will melt slightly from the heat of the soup, creating an extra layer of gooey goodness.
Serve immediately while hot and creamy. The combination of cheesy soup and perfectly cooked pasta makes for a comforting, indulgent meal that’s sure to satisfy.
Pro Tips For Making Macaroni And Cheese Recipe With Cheese Soup
- Cook Pasta Al Dente: Boil the elbow macaroni for 1 minute less than package instructions—it’ll finish cooking in the cheese sauce without turning mushy. I learned this the hard way after serving overcooked noodles too many times.
- Shred Your Cheese: Skip the pre-shredded stuff and grate the sharp cheddar yourself. The anti-caking agents in bagged cheese make the sauce grainy instead of silky smooth.
- Make a Proper Roux: Cook the butter and flour together for a full 2 minutes over medium heat to eliminate the raw flour taste. This step is non-negotiable for a velvety cheese soup base.
- Warm the Milk: Heat the whole milk gently in the microwave or a saucepan before adding it to the roux. Cold milk causes the mixture to seize up, and nobody wants lumpy mac and cheese.
Serving Suggestions for Leftovers
Bread Pairings
Serve with warm garlic bread for dipping into that velvety soup. I use a crusty French baguette brushed with garlic butter and toasted until golden. The crisp texture contrasts beautifully with the creamy pasta.
Fresh Toppings
Add freshness with chopped green onions or crisp bacon bits. The onion adds a bright pop of color and mild sharpness. For a lighter touch, diced tomatoes provide a juicy contrast to the richness.
Salad Sides
A simple mixed greens salad with tart vinaigrette cuts through the dish’s richness. I toss 4 cups mixed greens with 2 tbsp balsamic vinegar and 3 tbsp olive oil. The acidity balances the creamy flavors perfectly. 🥗
Hot Sauce Boost
Keep Tabasco or your favorite hot sauce on the table. That extra kick elevates the cheese flavors and adds a welcome contrast to the creaminess. Just a few drops per bowl makes a big difference.
Kid-Friendly Twist
For picky eaters, serve the pasta and soup separately. Let them mix their own proportions. I’ve found this approach works wonders with my nephew, who prefers more pasta than soup. 💡
Extra Cheese Topping
Always offer extra shredded cheddar at the table. The melty topping takes this dish over the top. I use Cabot sharp cheddar for its bold flavor that holds up well to the heat.
Nutrition Facts
Frequently Asked Questions
Can I use pre-shredded cheese for this?
Pre-shredded cheese works but won’t melt as smoothly due to anti-caking agents. For best results, shred block cheddar yourself. The texture difference is noticeable.
How do I prevent my cheese soup from clumping?
Whisk in warm milk slowly to your roux, and keep heat at medium. Stir constantly while adding cheese off-heat to avoid breaking the emulsion. Patience prevents lumps.
What can I substitute for cream cheese?
Use 1/2 cup sour cream or 1/2 cup Greek yogurt for similar creaminess. Add it off-heat to prevent curdling. Both work well in a pinch.
Can this be made ahead?
Yes! Prepare soup base and pasta separately, then combine when reheating. Add 1/4 cup milk when warming to restore creaminess. Stores 3-4 days in fridge.
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