This mac and cheese soup is my go-to for rainy evenings and busy weeknights when I want the nostalgia of boxed mac with the comfort of a steaming bowl. I first adapted this into a soup on a blustery November night when I had leftovers of cheddar and elbow macaroni and wanted something lighter than a casserole. The result is a velvety broth that carries sharp cheddar flavor, tender pasta, and savory aromatics; it’s rich but spoonable, and it hits every comfort-food note without taking all day.

What makes this version special is the balance between a proper roux-based base and the forgiving nature of the pasta—stirring slowly lets the starch from the pasta slightly thicken the soup while the cream and shredded cheese give it that unmistakable mac and cheese finish. I often double the recipe when friends are coming over because it disappears fast. Serve with a crisp green salad and crusty bread for a complete, satisfying meal.

Ingredients

• Butter (1/4 cup): Use unsalted butter so you control the seasoning. I like Plugrá for its creaminess; it forms the foundation of the roux and adds glossy mouthfeel.
• Onion (1/2 medium, chopped): A yellow or sweet onion adds mild savory sweetness — sauté until translucent to avoid raw bite.
• Celery (2 sticks, chopped): Adds aromatic crunch and depth; slice thin so it softens during the simmer and integrates into the broth.
• Garlic (2 cloves, minced): Fresh garlic brightens the savory base; add after the aromatics to avoid burning and bitterness.
• All-purpose flour (6 tablespoons): Makes the roux; cook it briefly with butter to remove raw flour taste and create body for the soup.
• Chicken or vegetable broth (4 cups): Choose low-sodium and taste-adjust as you go. Broth provides the primary liquid and savory backbone.
• Heavy/whipping cream (1 cup): Gives richness and silkiness; you can use half-and-half for a lighter finish but expect a thinner texture.
• Worcestershire sauce (1 teaspoon): Adds umami lift and depth — don’t skip it; it brightens the cheddar.
• Salt (1/4 teaspoon, or to taste): Start low and adjust after cheese since cheese brings saltiness of its own.
• Uncooked elbow macaroni (1 cup): Traditional shape for maximum surface area; use dry pasta measured in cups for consistent results.
• Water (1/2 cup, if needed): Optional to loosen a too-thick soup as the pasta releases starch while cooking.
• Sharp cheddar (2 cups, shredded): Use freshly shredded cheese (not pre-shredded) for the best melt and creaminess; a sharp aged cheddar offers bright, tangy flavor.
• Pepper (optional): Freshly cracked black pepper to taste brightens the final bowl.

Instructions

Sauté aromatics: Over medium heat, melt 1/4 cup butter in a heavy-bottomed pot. Add the chopped onion and celery and cook for 4–5 minutes until the onion is translucent and the celery softens. This gentle sauté builds the base flavor; don’t rush or brown aggressively. Make the roux: Stir in the minced garlic and then sprinkle the 6 tablespoons of flour over the vegetables. Cook for about 2 minutes, stirring constantly to eliminate raw flour taste. You’re aiming for a blond roux — a light golden color — which gives body without a nutty flavor. Add broth and cream: Slowly whisk in 4 cups of broth, adding a ladleful at a time if needed, until all flour is dissolved and the mixture is smooth. Stir in 1 cup cream, 1 teaspoon Worcestershire sauce, and 1/4 teaspoon salt. Increase heat to high and bring the mixture to a gentle boil to activate the thickening power of the roux. Cook the pasta: Stir in 1 cup uncooked elbow macaroni. Reduce the heat to medium-low so the pot simmers gently (a fast boil will overcook the pasta unevenly). Cover the pot with the lid slightly ajar and simmer for 15–20 minutes, stirring frequently to prevent sticking. If the soup becomes too thick before the pasta is tender, stir in up to 1/2 cup water. Finish with cheese: Turn off the heat and gradually stir in 2 cups shredded sharp cheddar until melted and smooth. Taste and season with freshly cracked pepper and more salt if needed. Serve hot in warmed bowls.

Storage Tips

Allow the soup to cool slightly before transferring to airtight containers. Refrigerate for up to 3 days. For longer storage, remove about half the liquid and freeze the solid portion for up to 2 months; leave out shredded cheese — add fresh cheese when reheating. When reheating from chilled, warm gently over low heat and stir in a few tablespoons of broth or water to revive the texture. Do not boil after adding cheese or the dairy may break. Use glass or BPA-free plastic containers and leave a little headspace if freezing.

Ingredient Substitutions

To make this vegetarian, use vegetable broth and check the Worcestershire sauce label (some contain anchovies) or use soy sauce plus a squeeze of lemon for brightness. For a lighter version, substitute half-and-half for heavy cream or reduce cream by half and add an extra cup of broth; expect a thinner mouthfeel. Swap elbow macaroni with small shells or cavatappi for more nooks for the cheese to cling to. For a gluten-free option, use a gluten-free flour blend and gluten-free pasta, and cook slowly to avoid graininess.

Serving Suggestions

Serve in shallow bowls with a drizzle of extra-virgin olive oil or a dusting of smoked paprika for color and warmth. Pair with a crisp green salad dressed in a vinaigrette to cut through the richness, or offer steamed broccoli for a heartier meal. For an elevated touch, spoon into hollowed small loaves and top with toasted breadcrumbs or extra shredded cheese under a broiler for a minute. Garnish with minced chives or parsley to add a fresh note.

Cultural Background

Macaroni and cheese has roots in European cheese-and-pasta traditions and became a comfort staple in American kitchens through accessible ingredients and convenience. Transforming it into a soup blends classic béchamel techniques with the simplicity of American one-pot cooking. This version borrows the roux-thickened base of French sauces and combines it with familiar cheddar-forward flavors beloved in American comfort cuisine.

Seasonal Adaptations

In winter, add roasted butternut squash purée for sweetness and color; in spring, stir in blanched peas and mint for brightness. For autumn, fold in caramelized onions and a pinch of nutmeg. During summer, reduce cream slightly and add a squeeze of lemon and chopped herbs to lift the richness. These seasonal swaps keep the dish feeling fresh year-round while maintaining the core creamy-cheesy identity.

Meal Prep Tips

To meal-prep, cook the base through the simmer step but stop before adding the cheese. Portion into containers and refrigerate up to 3 days. When ready to eat, rewarm gently, add a splash of broth to loosen, then stir in the shredded cheese just before serving. This keeps the texture bright and prevents the cheese from grainy separation. Use microwave-safe containers for quick reheating or a low-simmer on the stovetop for best control.

Bring a pot of this soup to the table and watch it bring people together—the smell alone promises comfort. Try it once, then tweak the cheddar, add-ins, or texture to make it your signature version.