This mac and cheese soup is a warm, spoonable take on the beloved comfort food classic. It’s simple to prepare, uses everyday pantry ingredients, and makes a cozy weeknight dinner the whole family will enjoy.
You may also enjoy the author’s baked mac and cheese, three-cheese mac and cheese gnocchi, or a quick stovetop mac and cheese.

Why you’ll love it
This cheesy, creamy soup is very kid-friendly and comforts like a bowl of nostalgia. Ready in about 30 minutes, it’s perfect for busy weeknights when you want something quick but satisfying. Because it’s homemade, you control the quality of ingredients—using a good sharp cheddar will make a real difference in flavor and texture.
The recipe turns classic mac and cheese into a spoonable soup that still hits those familiar notes of richness and cheesiness. It’s an elevated childhood classic that’s easy to adapt with add-ins or toppings to suit your family’s tastes.
What you’ll need
- Butter – for sautéing the aromatics and building a rich base.
- Onion, celery, garlic – these aromatics add depth and balance the cheese.
- Flour – to thicken the soup into a silky consistency.
- Chicken or vegetable broth – adds savory flavor; use what you prefer.
- Heavy cream – for a smooth, luxurious mouthfeel.
- Worcestershire sauce – a small amount gives a savory boost and complexity.
- Macaroni – uncooked elbow macaroni simmers directly in the soup.
- Sharp cheddar cheese – freshly grated sharp cheddar melts best and is the star of the dish.
Pro tip
Keep an eye on the pot while the pasta cooks so it doesn’t stick to the bottom and so you can adjust the liquid as needed. Stir often and add a splash of extra broth or water if it gets too thick.
How to make mac and cheese soup
This overview describes the main steps; full ingredients and step-by-step instructions are in the recipe card below.

Start by sautéing chopped onion and celery in butter until soft. Stir in the garlic and the flour and cook briefly to remove the raw flour taste, forming a light roux.

Whisk in the chicken or vegetable broth until smooth, then add heavy cream, Worcestershire sauce, and salt. Bring the soup up to a boil to activate the thickening.

Stir in the uncooked macaroni and reduce the heat to a gentle simmer. Cook until the pasta is tender, stirring frequently. Remove from the heat and whisk in the grated cheddar in batches so it melts smoothly. Finish with freshly ground pepper and additional salt if needed.
Tools for this recipe
Helpful kitchen tools: a good grater for shredding cheddar, a heavy pot or Dutch oven to cook the soup evenly, and angled measuring cups for easy measurement.
- Grate your own cheddar for the best melt and flavor.
- A heavy-bottomed pot or Dutch oven works well to prevent scorching.
- Angled measuring cups make adding liquids simple and accurate.
Substitutions and variations
- Swap the macaroni for another small pasta shape; increase the uncooked amount to 2–3 cups if using larger pasta shells.
- White cheddar or a blend of cheeses can change the flavor profile if you prefer a milder or tangier result.
- Top with crumbled cooked bacon for added texture and smoky flavor.
- Add small broccoli florets a few minutes before the cheese so they stay tender-crisp.
What to serve with this recipe
- A simple salad of mixed greens with a creamy or balsamic-style dressing balances the richness of the soup.
- Warm bread such as a dinner roll, garlic bread, or garlic knots is excellent for dipping and makes the meal more substantial.
Leftovers and storage
- Store refrigerated for a few days. The pasta will absorb liquid and thicken the soup; add a splash of broth or water when reheating to loosen the consistency.
- Reheat gently over low heat to avoid separating the dairy and to melt the cheese back into a smooth texture.
- Because of the cream and cheese, this soup does not freeze well; texture and separation can change after thawing.
More cheesy recipes to enjoy
- Cheesy orzo
- Easy broccoli cheddar soup
- Cheesy potato soup
- One pot cheeseburger macaroni
- Cheesy broccoli casserole

If you try this mac and cheese soup, please leave a star rating and a comment below. You can also share a photo of your creation on social media and tag the author.

Mac and Cheese Soup
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Ingredients
- 1/4 cup butter
- 1/2 medium onion chopped
- 2 sticks celery chopped
- 2 cloves garlic minced
- 6 tablespoons flour
- 4 cups chicken broth or veggie broth
- 1 cup heavy/whipping cream
- 1 teaspoon Worcestershire sauce
- 1/4 teaspoon salt or to taste
- 1 cup uncooked elbow macaroni
- 1/2 cup water if needed
- 2 cups sharp cheddar cheese shredded
- Pepper optional, to taste
Instructions
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Add the butter, onion, and celery to a pot and sauté for 4–5 minutes, until softened and fragrant.
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Stir in the garlic and flour and cook for about 2 minutes, breaking up any lumps and cooking out the raw flour flavor.
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Slowly whisk in the chicken or vegetable broth until the mixture is smooth and lump-free.
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Stir in the cream, Worcestershire sauce, and salt. Increase heat and bring the soup to a boil.
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Add the pasta, reduce the heat to a gentle simmer (medium-low on many stoves), and cover with the lid slightly ajar.
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Simmer for about 15–20 minutes or until the pasta is tender, stirring regularly so it doesn’t stick. If the soup becomes too thick, add the reserved 1/2 cup water (or more broth) to reach the desired consistency.
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Turn off the heat and stir in the shredded cheddar gradually so it melts evenly into the soup.
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Taste and adjust seasoning with pepper and additional salt if needed. Serve hot.
Notes
- Use a good-quality sharp cheddar because the cheese is the dominant flavor in this simple recipe.
- The soup will thicken as it sits. Add extra broth or a splash of cream when reheating leftovers to restore a soup-like consistency.
- Recipe yields approximately 4–6 servings depending on portion size.
Nutrition
Nutrition information is automatically calculated and should be used as an approximation.
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