This is one of my favorite stove top macaroni and cheese recipes. Instead of boiling the noodles in water, you cook them in milk. It's very easy to do, and there's only three ingredients. Have you ever had Pasta Roni Shells and White Cheddar? This is that but better...and just as easy. I used to eat Pasta Roni a lot...until one horrifying day. This is a gross story; I'm sorry in advance. But maybe I also can warn you in case you eat these mixes. Do not EVER cook one if it's past the expiration date.

One day when I was in college, I made an expired box of Pasta Roni. I really didn't pay attention to those pesky expiration dates back then. Wrong move. So there I am in my blissful ignorance boiling the noodles in the water, and creepy crawly bugs started trying to crawl out of the boiling hot water. It still gives me the chills, and this was years ago. I did what any other normal girl would do. I slammed the lid on the pan, took it off the burner, and called my dad. I made him drive 15 minutes to take care of the pan with the bugs. I was about to throw the whole pan away! In all fairness, I think my dad was planning to come over anyway for something, but I don't think he was planning to do my dishes. It took me a few years to eat the box mixes again but I did. Now that I found this recipe, I'm good. No more boxes of Pasta Roni...and no more bugs. Sick. 

Anyway, this is a great stove top mac and cheese recipe, and I'm excited to try a lot of different varieties. Next time I'm going to add a garlic clove in the milk while the noodles are boiling, and I'm going to try different cheeses. Boiling the noodles in the milk makes it so creamy and delicious, and it's a great treat! 

Shells and White Cheddar Recipe
Makes about 4 side dish servings
Print this recipe

2 cups milk
2 cups shells
1 cup white cheddar cheese

In a medium saucepan, bring the milk and pasta to a simmer over medium heat. Cook for about 20 minutes, stirring often and making sure that the milk doesn't boil. Once the pasta is al dente, remove from heat and add the cheese. Stir until melted. If you like it a little creamier, you can add more milk. Add salt to taste.
Source: Adapted from Macaroni and Cheesecake 
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05/16/2012 9:54am

That's a nice meal for dinner and leftovers for lunch. Love a hot lunch. I may "steal" your photo for pinterest!

05/16/2012 9:59am

OMG gross gross gross story!! But you did warn me!!

05/16/2012 12:00pm

Wow, gross! I used to eat a lot of pasta roni when I first moved out on my own after high school. I can eat it very often anymore, and now after hearing this story, I think I may be fixed for good. This recipe is definitely a must try for me. How can one resist when it only has 3 ingredients.

05/16/2012 12:14pm

Sorry, I've never had the Pasta Roni, but these look a lot like the Annie's White Shells and Cheddar I love. They recipe turned out wonderful!

05/16/2012 1:33pm

GAH!!! That is so awful! Poor you. I am amazed you were able to go back to box mixes at all. You're a tough gal!

05/16/2012 4:08pm

Bugs in my food would be pretty traumatic for me too. I am sure your homemade version is way better. Looks delicious!


Love that you used white cheddar and so glad you enjoyed it! Yours looks fantastic!


Omg I am drooling! I'm actually really excited to see this because shells and white cheddar is my sister's favorite thing ever. She buys a dozen of those boxes at a time. Now I can make her a homemade version!

05/17/2012 2:41am

what a heavenly combination! your pictures have left me craving for pasta

Debra Kapellakis
05/17/2012 3:33am

YUK! I haven't heard of those mixes that you got your bugs in but I have a bug story for ya. I opened a box of dried pasta, dumped it in the boiling water and yep, you guessed it these black bits started popping up everywhere! ??? I was disgusted and started gagging. The pasta hadn't expired, it had been invaded. I went back to the store and about half of ALL their products had been invaded!

Thank you for this recipe. I had never heard of boiling pasta in milk and I love CHEDDAR!

She Makes and Bakes
05/21/2012 9:24pm


05/17/2012 12:12pm

Came accross your blog through foodbuzz, and so glad I did! These recipes look delicious, and I can't wait to read more of your posts!

05/17/2012 2:11pm

THat is a horrifying story, I think it would scar me for life! Cooking it in milk sounds awesome, next time I make a box mix I will have to try this out!

05/17/2012 4:05pm

Bugs in your food is never fun! Your mac n' cheese looks super creamy and yummy!

05/17/2012 7:06pm

Ewww, bugs in your pasta! Gross! Your recipe sounds amazing, looks super creamy too!

05/20/2012 11:24am

I love this idea. It eliminates the need to make a cheese sauce :)
I'm so trying it.

05/21/2012 7:32am

Yum. This looks so good, and so easy! Love it.

05/28/2012 9:31pm

Holy easy and my kids will love this!

05/29/2012 12:14am

This just happened to me tonight with a new box of mac n cheese, store brand. I didn't see the bugs when I opened the box. They must have been on the bottom. When I poured the pasta into the boiling water, about half a dozen of them floated to the surface. So gross! I threw it out, washed the pot out. And luckily they weren't in another box I had. But I now suspect they must be in others in the pantry. So it's going to be a massive cleaning out. It happens. All it takes is one bad box and they get into other stuff.

06/01/2012 4:56am

these look heavenly! I can't wait to give this SIMPLE recipe a try.

08/06/2012 2:48pm

So gross about the bugs in the Pasta Roni! I've found bugs in flour, rice, and opened pasta. Basically, if it's opened or in a cardboard container that the bugs can get through, it doesn't last long! This makes my skin crawl just thinking about it. Thanks for the recipe too! I adore mac n cheese, and this is much better for you but still a treat!

10/31/2012 3:15pm

I tried this recipe today. I don't think I did it right as the sauce ended up being very lumpy and thick instead of the gooey cheesiness it looks like in your picture.

The recipe is great in theory. I love only needing 3 ingredients, but the texture came out all wrong and unfortunately, milk and cheese is expensive in Canada and I can't afford to experiment.

12/04/2012 4:50pm

The bugs are actually weevils, and they can get in any foods. If they are in your pantry, they will infest everything they can eat if you don't take care of them. Best bet is to freeze flour/pasta/ etc when you bring it home from the store for a day or so to kill anything that might be in the food and that typically takes care of it. You could be safe and even freeze some of the items in your pantry to kill anything that might be in there and prevent them from infesting the rest of the food.

05/08/2013 2:02pm

Ugh, your bug story reminds me of something that happened to a friend of mine with Kraft Dinner...basically, he made his KD, ate a bowl, then went back for more...and noticed little maggots squirming around that I assume had been in the cheese powder. So not only did maggots infest his KD, but he also ate an entire bowl before he noticed. Shudder.

08/16/2013 2:29am

This recipe looks simple and delicious!! And I have heard of weevils too and it does make me shudder to think about it.

01/07/2014 6:54pm

Wow this is deelish. Made it today & its way better than pasta roni. I used Velveeta queso blanco for cheese. All ingedients cost less than $5 at walmart. I used butter also worth trying this recipe.

Emily Davidson
03/23/2014 6:09am

While it does not exactly sit well with North American palate, a few grain weevils aint gonna kill you. Or even hurt you a tiny bit. Or do anything except be innocuous grain weevils who you boiled to death. So when you look at it that way who is the bad guy here- you or the bug?

Sarah Jensen
03/26/2014 9:10pm

Best comment on here.

Lindsay Skye
03/23/2014 2:53pm

This looks awesome and delicious! im making this today!

03/30/2014 12:35pm

I call BS! I followed this word for word and the cheese clumped up and didn't stick to the noodles. Awesome.

03/30/2014 11:01pm

Would this work in a microwave?

04/10/2014 4:22pm

Replaced shells with elbows. Nailed it! Delish


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