Macaroni and Cheese Soup

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Macaroni and cheese soup combines two favorite things: creamy mac and cheese and warm, hearty soup.

It’s like getting a hug from inside your bowl!

This recipe becomes a go-to when the temperature drops.

Wondering what makes this soup so irresistible?

There’s a secret ingredient that takes it from good to “I need seconds right now.”

Ingredients

Making a delicious macaroni and cheese soup requires a few essential kitchen tools to help you chop, stir and create that perfect creamy texture. With these handy items in your kitchen arsenal, you’ll be able to melt butter, saute onions and whisk together all those tasty ingredients without any kitchen mishaps.

  • Dutch Oven

    A heavy pot with high sides that distributes heat evenly for perfect soup making.

  • Whisk

    Essential for incorporating flour into butter and ensuring your broth stays smooth and lump-free.

  • Chef’s Knife

    Makes quick work of chopping onions and mincing garlic for your soup base.

  • Cutting Board

    Provides a safe surface for prepping your vegetables without damaging your countertops.

  • Measuring Cups

    Helps you measure ingredients accurately for the perfect soup consistency.

  • Measuring Spoons

    Perfect for adding precise amounts of Worcestershire sauce and other seasonings.

  • Wooden Spoon

    Great for stirring your soup frequently to prevent sticking as mentioned in the tips.

  • Cheese Grater

    Makes quick work of shredding the cheddar cheese if you prefer not to buy pre-shredded.

Instructions

Bowl of creamy macaroni and cheese soup garnished with herbs, featured on a dining table setting.

Ready to make the coziest, cheesiest soup ever? Let’s get cooking!

Start by melting 1/4 cup butter in a large pot over medium heat. Toss in your 1/2 medium chopped onion and 2 minced garlic cloves, and sauté them until they’re soft and fragrant—your kitchen will smell amazing already!

Now for the magic thickening step! Sprinkle in 3 tablespoons of all-purpose flour and whisk it continuously for 1-2 minutes. This creates the base that’ll make your soup gloriously creamy.

Gradually pour in 4 cups of chicken broth while whisking like crazy to avoid any lumps. Bring this mixture to a gentle boil, then stir in 1 cup of milk or cream and 1 teaspoon of Worcestershire sauce for that extra flavor punch!

Add 1 cup of uncooked elbow macaroni directly to the pot and let it simmer until the pasta is tender, about 8-10 minutes. Don’t forget to stir frequently—nobody wants stuck-on pasta!

Here comes the best part! Remove your pot from the heat and add 2 cups of shredded sharp cheddar cheese. Stir until it’s completely melted and your soup looks velvety smooth.

Finally, season with salt and pepper to your taste. Give it one last stir, ladle into bowls, and get ready for the ultimate comfort food experience!

Pro tip: Keep an eye on the soup as it cooks and stir often to prevent the macaroni from sticking to the bottom of the pot. Your taste buds (and your pot) will thank you!

Pro Tips

To prevent lumps when adding the flour, keep whisking continuously as you sprinkle it in gradually, and ensure you cook it with the butter for the full 1-2 minutes to eliminate any raw flour taste in the final soup.

Substitutions & Variations

This classic macaroni and cheese soup recipe offers endless possibilities for customization that can transform its flavor profile while maintaining its comforting essence.

  • Protein Packed: Add diced ham, crispy bacon bits or shredded rotisserie chicken for a heartier meal that delivers extra savory flavor.
  • Vegetable Boost: Stir in steamed broccoli florets, diced bell peppers or frozen corn kernels for added nutrition, color and texture.
  • Gluten-Free Option: Substitute the all-purpose flour with cornstarch or gluten-free flour blend and use gluten-free pasta to accommodate dietary restrictions.
  • Dairy-Free Twist: Replace milk with unsweetened almond milk or coconut milk and use dairy-free cheese alternatives for a lactose-free version.
  • Spicy Kick: Add a pinch of cayenne pepper, diced jalapeños or a dash of hot sauce to elevate the heat level for those who enjoy a spicier soup experience.
  • Gourmet Upgrade: Mix in different cheese varieties like smoked gouda, gruyère or pepper jack alongside the cheddar for a more complex flavor profile.

Leftovers & Storage Tips

After you’ve enjoyed your warm, cheesy bowl of macaroni and cheese soup, you’ll want to properly store any leftovers to maintain that incredible flavor for days to come.

Let your soup cool completely before transferring to airtight containers.

It’ll keep in your fridge for 3-4 days.

Need longer? Freeze it without the pasta for best results—just add fresh macaroni when reheating!

Try Tonight’s Comfort Meal

Macaroni and Cheese Soup

Yield: 6 Prep Time: 15 mins Cook Time: 25 mins Total Time: 40 mins Rating: ★★★★★

A creamy, cheesy soup combining the classic comfort of mac and cheese in a warm, satisfying bowl.

Ingredients:
  • 1/4 cup butter
  • 1/2 medium onion, chopped
  • 2 cloves garlic, minced
  • 3 tablespoons all-purpose flour
  • 4 cups chicken broth
  • 1 cup milk or cream
  • 1 teaspoon Worcestershire sauce
  • 1 cup elbow macaroni (uncooked)
  • 2 cups shredded sharp cheddar cheese
  • Salt and pepper to taste
Directions:

Melt butter in a pot, sauté onion and garlic until softened.

Whisk in flour, cook 1-2 minutes.

Gradually add broth, whisk until smooth, bring to a boil.

Stir in milk and Worcestershire sauce.

Add macaroni, simmer until tender.

Remove from heat, stir in cheddar cheese until melted.

Season with salt and pepper.

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Angelica. Woman smiling in sunglasses, holding a festive drink outdoors on a sunny day.

Hi, I'm Angelica

Hi, I’m Angelica. I love experimenting in the kitchen… not as a chef, just as someone who adores creating and sharing joy through food. I'm the creator + editor of all the recipes found in Pepper Basil.

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