This mac and cheese soup has been a cold-night savior and a quick weeknight comfort for my family ever since I adapted it from a pantry-staple experiment. I remember the first pot I made on a rainy evening when the kids wanted macaroni but also wanted something warm and sipping-friendly. The result was this hybrid: all the creamy, sharp-cheddar flavor of classic mac and cheese, but in a silky soup that you can ladle into bowls. It fills the kitchen with a toasty cheddar aroma and brings everyone back to the table.

I discovered how well a simple roux and heavy cream transform into a luscious base while testing timing so the pasta cooks in the broth without becoming gummy. What makes this version special is the balance between sharp flavor and smooth texture: sharp cheddar for bite, a splash of Worcestershire for depth, and just enough cream to make it luxurious without overwhelming the tang of the cheese. It is forgiving, rapid to assemble, and perfect for nights when you want the nostalgic taste of boxed mac but elevated and homemade.

Ingredients

• Butter (1/4 cup): Unsalted is preferred so you control the salt. I use Land O Lakes unsalted butter for consistent flavor and browning. Butter starts the flavor base and helps the roux form smoothly.
• Onion (1/2 medium, chopped): Yellow onion gives a mild sweet background when softened. Chop finely so it softens quickly and integrates into the broth.
• Celery (2 stalks, chopped): Adds subtle aromatic crunch and a vegetal note that balances the richness. Remove leaves if they are woody.
• Garlic (2 cloves, minced): Fresh garlic is essential here; it brightens the savory profile without being pungent when cooked briefly with the roux.
• All-purpose flour (6 tablespoons): Forms the roux. Cooked briefly to remove raw flour taste; this thickens the soup so it clings to the pasta.
• Chicken or vegetable broth (4 cups): Use low-sodium broth so you can adjust salt after adding cheese. Swanson or Pacific brand work well.
• Heavy whipping cream (1 cup): Provides body and silkiness. Half-and-half will work in a pinch but the texture will be lighter.
• Worcestershire sauce (1 teaspoon): Adds umami and depth—key for avoiding a one-note cheesy soup. Lea & Perrins is my go-to.
• Salt (1/4 teaspoon, to taste): Start small; adjust after cheese is incorporated because cheddar brings saltiness.
• Uncooked elbow macaroni (1 cup): Classic shape holds sauce. Use genuine elbow macaroni for authentic texture; cooks directly in the broth.
• Water (1/2 cup, optional): Keeps soup spoonable if it thickens too much as pasta absorbs liquid.
• Sharp cheddar cheese (2 cups, shredded): Sharp or extra-sharp for maximum flavor. Grate from a block for best melting and smoothness; pre-shredded cheese contains anti-caking agents that can affect texture.
• Pepper (optional): Freshly ground black pepper to taste for finishing heat and aroma.

Instructions

Sauté aromatics: Add the butter to a medium-large pot over medium heat. When it melts and begins to foam, add the chopped onion and celery. Sauté for 4 to 5 minutes until the onion turns translucent and the celery softens, stirring occasionally so nothing sticks. You want the aromatics tender but not browned. Make the roux: Stir in the minced garlic and the flour. Cook for about 2 minutes, stirring constantly and breaking up any clumps with the back of your spoon. The roux should smell toasty and lose its raw flour scent; this step prevents a pasty flavor and creates a stable thickener. Incorporate the broth: Slowly whisk in the chicken or vegetable broth in a steady stream until the roux dissolves and the mixture is smooth. Increase heat slightly and bring to a gentle simmer while whisking to eliminate lumps. The liquid should thicken slightly from the cooked flour. Add cream and seasoning: Stir in the heavy cream, Worcestershire sauce, and salt. Increase heat to high to bring the soup to a boil, watching closely so it does not scorch. This creates the rich base that will coat the pasta and carry the cheese. Cook the pasta: Stir in the uncooked elbow macaroni. Reduce heat so the pot simmers gently (medium-low on many stoves) and cover the pot with the lid slightly ajar. Simmer for 15 to 20 minutes, stirring fairly often to prevent sticking. Use the visual cue of tender pasta—test a piece at 15 minutes. If the soup becomes too thick, add the reserved 1/2 cup water or more, a few tablespoons at a time. Finish with cheese: Turn off the heat. Gradually stir in the shredded cheddar a little at a time so it melts uniformly into the hot soup. Temper the cheese off the heat to prevent graininess; if necessary, add a splash of warm broth or cream to smooth the texture. Season with black pepper and additional salt to taste.

Storage Tips

Cool the soup to room temperature within two hours, then transfer to airtight containers. Refrigerate for up to 3 days. To reheat, warm gently on the stovetop over low heat, adding a splash of broth or cream to restore looseness and stirring frequently. If the pasta has soaked up most liquid, you can remove some pasta before storing and add it back when reheating. Avoid freezing the finished dish to preserve cream and cheese texture; if you must freeze, freeze only the broth base without pasta for up to 3 months and add cooked pasta after thawing and reheating.

Ingredient Substitutions

If you prefer a lighter version, substitute half-and-half for the heavy cream, though the mouthfeel will be lighter. For a vegetarian dish use vegetable broth instead of chicken broth; add a teaspoon of soy sauce if you miss the savory depth from meat-based broth. Gluten-free flour and gluten-free elbow pasta can be used, but note that the thickening power may differ and cooking times will vary. For a dairy-free option, try a cashew cream base and a dairy-free melting cheese, though the flavor will shift noticeably from classic cheddar.

Serving Suggestions

Serve the soup with a sprinkle of extra shredded cheddar or a handful of freshly chopped chives for color. Crusty bread, garlic croutons, or a light arugula salad with lemon vinaigrette balance the richness. For a heartier meal, top bowls with crispy bacon bits or toasted breadcrumbs tossed in melted butter. This soup also makes a great starter for casual dinner parties—present it in small bowls with a wedge of cornbread on the side.

Cultural Background

This dish blends classic American macaroni and cheese comfort with the French-inspired technique of making a roux-thickened béchamel. The seamless marrying of cheese into a roux-based liquid traces back to European cheese sauces, while elbow macaroni and sharp cheddar reflect American pantry preferences. Over time, cooks have adapted boxed mac flavors into soups and chowders, creating spoonable versions that retain core nostalgic elements while offering new textures.

Seasonal Adaptations

In winter, add roasted butternut squash or caramelized onions for sweetness and body. In spring or summer, lighten the bowl by using part-skim milk, adding fresh peas or blanched asparagus, and finishing with lemon zest to brighten the cheese. For holiday meals, fold in roasted garlic or smoked paprika to introduce warming, festive notes.

Meal Prep Tips

For make-ahead convenience, prepare the roux and broth base up to two days before; cool and refrigerate. Reheat the base, add cream and warm it through, then stir in freshly cooked pasta and cheese just before serving. Alternatively, cook pasta separately and store it in a drizzle of oil; combine when reheating so pasta texture remains firm. Use shallow containers for faster cooling and label with dates to track freshness.

Sharing this on chilly nights has become a kitchen ritual—there is real joy in ladling warm, cheesy soup into waiting bowls and seeing everyone relax into that first, comforting spoon. Try it once and you will find tweaks to make it your own: sharper cheddar, leftovers of roasted vegetables, or a sprinkle of crunchy topping. It invites experimentation and, more importantly, second helpings.