If you’re craving a warm, comforting, and supremely cheesy meal, you’re going to fall head over heels for this Cheesy Velveeta and Shells Recipe. It’s everything you want in a cozy dinner—creamy, packed with cheesy goodness, and incredibly easy to make. The combination of Velveeta and sharp cheddar melting into tender pasta shells creates an indulgent, velvety texture that feels like a hug in a bowl. Trust me, once you try this, it’ll quickly become a go-to fix for busy nights or anytime you need a little cheesy happiness.

Ingredients You’ll Need
This recipe keeps things delightfully simple, relying on straightforward ingredients that each play a crucial role in building flavor, richness, and perfect texture. From the cream and spices to the choice of cheeses, every element speaks comfort and satisfies your cheesy cravings with ease.
- Water (1 cup): The essential base for cooking the pasta right in the sauce, delivering a creamy consistency as it reduces.
- Heavy or whipping cream (1 cup): Adds luscious creaminess that makes the sauce silky and rich.
- Garlic powder (1/2 teaspoon): Brings warmth and a subtle savory depth without overpowering.
- Onion powder (1/2 teaspoon): Enhances the sauce with a delicate sweetness and complexity.
- Paprika (1/2 teaspoon): Gives a hint of smokiness and adds color to brighten up the dish.
- Mustard powder (1/2 teaspoon): A secret ingredient that sharpens the cheesy flavor, making it extra vibrant.
- Uncooked medium shell pasta (2 cups): The perfect pasta shape for holding onto every drop of cheesy sauce.
- Velveeta cheese, cubed (8 ounces): The star that melts into a super smooth, creamy sauce.
- Sharp cheddar, grated (3/4 cup): Adds a tangy kick and beautiful richness, balancing the velvety Velveeta.
- Salt and pepper (to taste): Essential seasonings to bring all the flavors together beautifully.
How to Make Cheesy Velveeta and Shells Recipe
Step 1: Prepare the Cooking Liquid
Start by combining water, heavy cream, and the spices—garlic powder, onion powder, paprika, and mustard powder—in a large saucepan or Dutch oven. Whisk everything together over medium-high heat until the spices dissolve into the liquid and it starts bubbling. This step is critical because it layers in subtle but important seasoning right from the start, making the sauce taste deeply flavorful as the pasta cooks.
Step 2: Cook the Pasta
Once your liquid reaches a boil, add the uncooked shell pasta straight into the pot. Lower the heat to a gentle simmer so it’s not boiling aggressively. Cook uncovered, stirring every minute or so, until the pasta is al dente and most of the liquid has been absorbed—which takes about 8 minutes. This technique lets the pasta cook right in the sauce, soaking up all that amazing flavor and creamy richness.
Step 3: Melt in the Cheeses
Turn off the heat but keep the pot on the burner. Immediately add the Velveeta cubes and the grated sharp cheddar. Stir continuously until the cheeses melt smoothly into the sauce, creating that iconic cheesy, gooey texture you want. Finish with salt and pepper to taste, and then serve it up hot for maximum melty goodness.
How to Serve Cheesy Velveeta and Shells Recipe

Garnishes
Though this dish shines on its own, adding a sprinkle of freshly chopped parsley or a pinch of extra paprika on top instantly brightens it. Crushed red pepper flakes can also give a fun little kick for those who love heat alongside their cheesy comfort.
Side Dishes
This creamy classic pairs beautifully with crisp green salads for a refreshing contrast or some steamed broccoli for a healthy pop of color and crunch. Garlic bread or warm dinner rolls make perfect accompaniments too, ready to mop up every last bit of cheese sauce.
Creative Ways to Present
For a fun twist, try serving this Cheesy Velveeta and Shells Recipe in mini skillet dishes or ramekins for individual portions. Top with toasted breadcrumbs or a sprinkle of paprika for a textured finish. You can even mix in cooked bacon bits or diced tomatoes for extra flavor layers.
Make Ahead and Storage
Storing Leftovers
Once cooled, transfer leftovers to an airtight container and keep them refrigerated for up to 3 days. When you reheat, you might need to add a splash of milk or cream to bring back the saucy texture.
Freezing
This dish freezes well in portions. Freeze in freezer-safe containers and use within 2 months for the best taste. Thaw in the fridge overnight before reheating gently on the stove or in the microwave.
Reheating
Reheat leftovers over low heat on the stovetop, stirring often to prevent sticking and adding a little cream or milk if it feels too thick. The microwave works fine too—stir midway through heating to keep the sauce smooth and creamy.
FAQs
Can I use a different type of pasta for this recipe?
Absolutely! While medium shells are perfect because they catch the sauce well, elbow macaroni, cavatappi, or small penne all work wonderfully. Just adjust the cooking time slightly depending on the shape.
Is Velveeta the only cheese I can use for this recipe?
Velveeta is key for that ultra-smooth melt, but you can substitute with other processed cheese products if necessary. Keep the sharp cheddar to maintain that vibrant flavor balance and texture.
Can I make this recipe dairy-free or vegan?
This recipe relies heavily on cream and cheese for its signature richness. Vegan or dairy-free alternatives are possible but might require some experimentation with plant-based cheeses and cream substitutes to get a similar creamy effect.
How spicy is this Cheesy Velveeta and Shells Recipe?
The recipe itself is mild, with gentle warmth from the paprika and mustard powder. You can easily adjust the spice level by adding red pepper flakes or hot sauce if you prefer a bit of heat.
Can I add vegetables or protein to this dish?
Definitely! Stirring in cooked veggies like peas, spinach, or roasted red peppers adds color and nutrition, while grilled chicken or crispy bacon can turn it into a hearty main course.
Final Thoughts
There’s something so deeply satisfying about this Cheesy Velveeta and Shells Recipe that makes you want to keep coming back for more. It’s simple enough for a weeknight dinner but decadent enough to feel special. I encourage you to give it a try and enjoy the cozy, melty goodness with the people you love—you’ll see why it’s a kitchen favorite for so many.
Print
Cheesy Velveeta and Shells Recipe
- Prep Time: 10 minutes
- Cook Time: 20 minutes
- Total Time: 30 minutes
- Yield: 4 servings
- Category: Main Course
- Method: Stovetop
- Cuisine: American
- Diet: Vegetarian
Description
A creamy, cheesy pasta dish featuring tender medium shells cooked in a flavorful blend of spices and cream, combined with Velveeta and sharp cheddar cheeses for a rich and comforting meal. Perfect for a quick weeknight dinner with minimal cleanup.
Ingredients
Liquids and Spices
- 1 cup water
- 1 cup heavy/whipping cream
- 1/2 teaspoon garlic powder
- 1/2 teaspoon onion powder
- 1/2 teaspoon paprika
- 1/2 teaspoon mustard powder
Pasta and Cheese
- 2 cups uncooked medium shells
- 8 ounces Velveeta cheese, cut into small cubes
- 3/4 cup grated sharp cheddar cheese
Seasoning
- Salt & pepper, to taste
Instructions
- Prepare the cooking liquid and spices. In a Dutch oven or large saucepan over medium-high heat, combine the water, heavy cream, garlic powder, onion powder, paprika, and mustard powder. Whisk continuously until the spices fully dissolve and the mixture begins to boil.
- Cook the pasta. Once boiling, add the uncooked medium shells to the pot. Reduce the heat to medium to maintain a rapid simmer and cook uncovered. Stir every minute or so for about 8 minutes until the pasta is al dente and most of the liquid has been absorbed.
- Incorporate the cheeses and finish. Turn off the burner but keep the pot on the heat. Stir in the Velveeta cubes and grated sharp cheddar until completely melted and well combined. Remove from heat, season with salt and pepper to taste, and serve immediately for best flavor and texture.
Notes
- Use sharp cheddar cheese for a more intense, tangy flavor that balances well with Velveeta’s creaminess.
- Stir often during cooking to prevent pasta from sticking to the bottom of the pot.
- This dish is best served fresh as reheating may cause the sauce to thicken or separate.
- To make it lighter, substitute half-and-half for heavy cream.

