The BEST No Roux Shells And Cheese is made with the perfect blend of shredded cheeses baked in a creamy, flavorful sauce.
From the recipe collection of Tara Ippolito

You may find it hard to believe that the best shells and cheese you’re ever going to have is made with no roux. I’m not a chef. I’m a proud home cook who started out in the kitchen just like everyone else did. Making a roux used to intimidate me- big time. I was always afraid of either over or under cooking the flour. Once you do that the whole dish is off. I thought a roux was an absolute must for this recipe at the time.
We’ll let me just tell you, not only do shells and cheese not need a roux, they’re actually even better without one. Yup, I said it. This is the creamiest, cheesiest most flavorful recipe you will ever find. I’m not even exaggerating a little bit. I have made this for some many people and it’s become a family favorite recipe in all of their homes.
Ingredients
Heres everything you'll need to make this delicious mac and cheese. You can find the full ingredients list along with measurements and instructions on the recipe card below.
- Medium Sized Pasta Shells- Ideal for mac and cheese because they trap the sauce inside perfectly.
- Unsalted Butter- Adds richness and helps create the base of the sauce.
- Velveeta-The secret ingredient! It keeps the cheese sauce creamy and silky.
- Muenster Cheese
- Mild Cheddar Cheese- Adds a classic cheesy flavor without overpowering the dish.
- Sharp Cheddar Cheese- Adds a strong cheese flavor and adds depth.
- Monetary Jack Cheese- Melts incredibly well and adds a mild richness that balances out the sharper cheeses.
- Heavy Cream-This is the key to the ultra creamy texture. It keeps the sauce smooth, thick and indulgent.
- Salt and Pepper- Enhances the flavor of all the other ingredients.
- Garlic Powder- Adds background flavor without over powering the dish.
- Dried Parsley- An optional garnish that give this dish a nice pop of color.
How To Make It
Heres how to make this delicious meal. You can find the full ingredients list along with instructions on the recipe card below.
Preheat the oven to 350 degrees
Shred all the cheese (except for the Velveeta) and toss them together in a large bowl to combine them. Cook the pasta shells in salted water for 2 minutes under the recommended time on the back of the package. Strain them and leave them in the colander. Place the same pot that boiled the pasta in on same burner that was just used with the heat OFF. Add the Velveeta, butter and shells. Season the pasta with salt, pepper and garlic powder and stir everything together until the butter and most (if not all) the Velveeta is melted.
NOTE: If you are sensitive to salt, you may want to omit it from the seasoning here. The shredded cheeses will add enough.
PRO TIP: Be sure to shred the cheese yourself and avoid the pre shredded stuff that comes in a bag. It will melt MUCH better that way.

Pour in the heavy cream. Add almost all of the shredded cheeses. (Keep about 1.5 cups to add to the top later. Stir everything together). Now, stir until evenly combined and add the mixture to a greased 9 x 13" baking dish. Sprinkle the rest of the cheese on top. Next, place it into the center rack of the oven, uncovered, for about 30 minutes or until the cheese is melted and the sides are bubbly. Finally, let it sit for about 5-10 minutes before serving, garnish with parsley (optional) and enjoy!
PRO TIP: Let the mac and cheese sit for a few minutes for the center to firm up and settle.

Can Different Cheeses Be Used?
Yes, you absolutely can! Use gouda, colby jack, mozzarella, fontina or havarti. They all work really well as substitutes.
What Should I Serve This With?
Mac and cheese goes with just about anything! Serve it at your next holiday with a nice Glazed Ham or for a casual dinner at home along side some Crockpot Smothered Chicken Legs and Frozen Roasted Green Beans.
Storage
Let the mac and cheese cool completely and place it into a food safe, air tight container. It will last in the fridge for up to three days.

The BEST No Roux Shells And Cheese Recipe
Ingredients
- 1 Pound Medium Pasta Shells
- 1 Stick Unsalted Butter, cut into pads
- 8 Oz Velveeta, cubed
- 2 Cups Heavy Cream
- Salt and Pepper to taste
- 1 teaspoon Garlic Powder
- 1.5 Cups Sharp Cheddar Cheese, hand shredded
- 1.5 Cups Mild Cheddar Cheese, hand shredded
- 1.5 Cups Monterey Jack Cheese, hand shredded
- 1.5 Cups Munster Cheese, shredded
- Parsley, for garnish (ooptional)
Instructions
- Preheat the oven to 350 degrees
- Shred all the cheese (except for the Velveeta) and toss them together in a large bowl to combine them.
- Cook the pasta shells in salted water for 2 minutes under the recommended time on the back of the package. Strain them and leave them in the colander. Place the same pot that boiled the pasta in on same burner that was just used with the heat OFF.
- Add the Velveeta, butter and shells. Season the pasta with salt, pepper and garlic powder and stir everything together until the butter and most (if not all) the Velveeta is melted.
- Pour in the heavy cream. Add almost all of the shredded cheeses. (Keep about 1.5 cups to add to the top later. Stir everything together). Stir until evenly combined.
- Add the mixture to a greased 9 x 13" baking dish and sprinkle the rest of the cheese on top.
- Place it into the center rack of the oven, uncovered, for about 30 minutes or until the cheese is melted and the sides are bubbly.
- Let it sit for about 5-10 minutes before serving, garnish with parsley (optional) and enjoy!
Other Easy Mac And Cheese Recipes
If you like super easy to make macaroni and cheese recipes like this one, you have to try this Jalapeno Popper Mac & Cheese, Macaroni & Cheese With Ham and Baked White Macaroni & Cheese.





Al Dente Diva says
That’s a great idea. I hope you like it
Anonymous says
Sounds really good...I'm going to try it. The only thing I would add is some parmesian cheese on top at the very end for that crusty top.
Al Dente Diva says
Hi! Yes it does. I’ve done it before and it works for sure
karen allen says
Hi!! Can this recipe be made early in the day and baked off later? I like to get all my prep work done before I have company so all I have to do is take things out of the oven at dinner time. My guests are always so surprised that way when they see everything is already done and my kitchen is already clean!
Al Dente Diva says
Hey Becca,
This was such a nice comment! Thank you so much for visiting the site and trying the recipes. It makes me so so happy to read stuff like this. I truly appreciate it.
Becca says
This website has helped me so much. You have no idea how organized these recipes are especially because you really emphasize on step by step and provide pictures as well. Especially given that I’m a beginner to cooking. Thank you for this recipe and all of the other ones! Almost all of my dinners are inspired from you and they’re delicious every single time. I can’t thank you enough, really!