Mac and Cheese Soup

If you’ve ever wished your mac and cheese would stick around a little longer, this Cheesy Macaroni Soup is your answer! The pasta floats in a creamy, cheesy broth that’s packed with flavor from two cheeses. No artificial powder cheese mixes here, just real deal, hearty soup that kids and adults will both love. Feel free to get creative with toppings or stir in your favorite add-ins for a dish that you can truly call a new family classic this soup season.

When the days grow cold and you crave something warm, hearty, and totally satisfying, this Cheesy Macaroni Soup is exactly what you need. It takes the comfort of old-school macaroni and cheese, then turns it into a luscious, creamy soup that’s ready in about 30 minutes—perfect for busy weeknights but still feels like a home-cooked treat.

Here’s the scoop: elbow macaroni cooks right in a flavorful broth—no draining needed! The starchy water thickens the soup, making every bite silky smooth. In a separate pan, you’ll whip up a quick roux with butter and flour, then add milk for a rich base. Melt in sharp cheddar, Parmesan, and just a little mozzarella for depth and creaminess. Finish it with green onions and freshly cracked black pepper. Serve it hot with crusty bread, and if you like, mix in bacon, ham, or roasted veggies. Leftovers stay fresh in the fridge, though freezing isn’t the best for texture.

Quick, Cozy, and Crowd-Pleasing

• Quick and easy. This Cheesy Macaroni Soup feels like classic mac and cheese but skips the extra step of draining the pasta! Cooking noodles right in the broth lets the starch thicken the soup beautifully, creating a silky, comforting bowl in just 30 minutes.
• Creamy and filling soup. Creamy soups are total lifesavers in chilly weather, and this macaroni and cheese soup fills that spot perfectly. It’s hearty enough to keep you warm all day but simple enough to make after a busy day.

• Super versatile. I like topping mine with green onions and pepper, but feel free to add whatever you love—roasted broccoli, crispy bacon, ham cubes, or your favorite veggies. This Cheesy Macaroni Soup is ready for anything!

Ingredients and Pantry Notes

• 5 cups vegetable or chicken broth
• 1 cup (about ½ pound) elbow macaroni pasta, uncooked
• ⅓ cup butter, unsalted
• ¼ cup all-purpose flour
• 1 ½ cups milk
• 2 cups sharp yellow cheddar cheese, grated
• ⅓ cup fresh Parmesan cheese, grated
• ¼ cup mozzarella cheese, grated
• 1 teaspoon garlic powder
• ½ tablespoon mustard powder
• fresh green onions, finely chopped (for garnish)
• black pepper, freshly cracked (for garnish)

Step-by-Step Cooking Instructions

1. Heat broth in a large pot to a gentle boil, add elbow macaroni, and cook 8–10 minutes until just tender; remove from heat and set aside.
2. Melt butter in a large saucepan over medium heat; whisk in flour and cook, stirring constantly, 1–2 minutes to form a smooth, thick roux.
3. Slowly pour in the milk while whisking constantly, continuing to whisk until the sauce smooths out and thickens.

4. Reduce heat to low and add shredded sharp cheddar, grated Parmesan, and mozzarella; stir in garlic powder and mustard powder until the cheeses melt and the sauce is silky.

   

5. Gradually pour the cheese sauce into the pot with the cooked macaroni and broth, stirring gently until fully combined and creamy.
6. Top the soup with sliced green onions and freshly cracked black pepper, ladle into bowls, and serve warm.

Serving Ideas and Expert Tips

This Cheesy Macaroni Soup is perfect on its own or with a generous hunk of bread to soak up all that creamy goodness. Here are some of my favorite breads to enjoy with this soup:

• Buttermilk Biscuits
• Skillet Dinner Rolls
• Homemade No-Knead French Baguettes
• Garlic Cheddar Biscuits
• Parker House Rolls
• Cornmeal Cheddar Biscuits

Looking for more bread ideas? Check out our tasty roundup: 50 Best Bread Recipes.

Recipe Tips and Tricks

• Watch your noodles! Since the pasta keeps cooking in the hot soup, take it off the heat once it’s just al dente—just like in our Easy Lasagna Soup—to avoid mushy noodles.
• Whisk that roux thoroughly. The secret to the creamiest soup is a smooth roux—see the step-by-step in our Crab Bisque. Whisk butter and flour constantly until thickened, then slowly add the milk, whisking to keep it lump-free.
• Don’t drain the pasta. I know the instinct is to strain noodles, but here you want to keep that starchy cooking liquid. It’s what gives this cheesy macaroni soup its thickness and silky texture.

• Watch your noodles! Since the pasta keeps cooking in the hot soup, take it off the heat once it’s just al dente to avoid mushy noodles.
• Whisk that roux thoroughly. The secret to the creamiest soup is a smooth roux. Whisk butter and flour constantly until thickened, then slowly add the milk, whisking to keep it lump-free.
• Don’t drain the pasta. I know the instinct is to strain noodles, but here you want to keep that starchy cooking liquid. It’s what gives this cheesy macaroni soup its thickness and silky texture.

• Watch your noodles! Since the pasta keeps cooking in the hot soup, take it off the heat once it’s just al dente to avoid mushy noodles.
• Whisk that roux thoroughly. The secret to the creamiest soup is a smooth roux. Whisk butter and flour constantly until thickened, then slowly add the milk, whisking to keep it lump-free.
• Don’t drain the pasta. I know the instinct is to strain noodles, but here you want to keep that starchy cooking liquid. It’s what gives this cheesy macaroni soup its thickness and silky texture.

Cheese Swaps and Tasty Add-Ins

• Switch up the cheese. You can mix things up by using different melting cheeses like Gruyere, fontina, or provolone. For a little extra creaminess and tang, add in some cream cheese.
• Add your favorite mix-ins. This soup is such a great canvas! Chop up some ham, sprinkle in crispy bacon, add leftover taco meat, or toss in roasted broccoli and sautéed peppers. For a Philly cheesesteak-style spin, try sautéed peppers and onions, thinly sliced steak, and provolone—our Philly Cheesesteak Bowls show the flavor combo.
• Turn up the heat. If you like a little spice, add a pinch of red pepper flakes or a dash of your favorite hot sauce for a cheesy soup with a kick.
• Try other noodles. While traditional macaroni is classic, you can also use cavatappi, rotini, orecchiette, or any pasta shape that loves to hold sauce.

• Change up the cheese. Mix and match melting cheeses like Gruyere, fontina, or provolone. A spoonful of cream cheese can add a lovely tang and creaminess too.
• Add mix-ins you love. Dice up ham, crisp up bacon, add some leftover taco meat, or toss in veggies like roasted broccoli, sautéed peppers, or fresh tomatoes. A toppings bar makes this soup super fun for guests.
• Spice it up. Red pepper flakes and hot sauce are simple ways to give this cheesy soup a little heat.
• Try different pasta shapes. While elbow macaroni is classic, cavatappi, rotini, and orecchiette are all excellent choices that hold sauce beautifully.

How to Store, Reheat, and Freeze

How to Store

Once your leftover Cheesy Macaroni Soup has cooled for 1-2 hours, transfer it to an airtight container and keep it in your fridge for up to 3 days.

How to Reheat

Warm leftovers gently on the stove or microwave a bowl. Stir well during reheating to keep the noodles from getting too soft or mushy.

How to Freeze

Because cheesy soups tend to separate and get grainy after freezing, I recommend enjoying this soup fresh or refrigerated leftovers instead of freezing. If you have extra, repurpose chilled leftovers into air fryer fried macaroni and cheese balls for a fun snack.

Troubleshooting and Common Questions

How do you keep the noodles from becoming mushy in mac and cheese soup?

The trick is to cook the noodles until they’re just al dente and then remove them from heat promptly. Because you don’t drain the pasta, it will keep softening in the hot broth, so timing is key. This way, your noodles stay tender without turning to mush as the soup cools.

How do you blend cheese into soup?

Cheese can clump if you add it directly to hot broth. Instead, whisk cheese into your roux-based sauce before mixing it with the broth and pasta. This helps it melt evenly and creates that lush, creamy texture we all crave. An immersion blender isn’t necessary for this recipe, but if you want ultra-smooth, it can help—the same approach we use in our Creamy Tomato Basil Soup.

Can you make mac and cheese soup in a slow cooker?

You can, but it’s not ideal. This recipe needs boiling the pasta in broth and making a roux on the stove, which slow cookers don’t handle well unless you have a sauté function. It’s easier and faster to make this on the stove and use your slow cooker only to keep it warm for a crowd. If you’re craving a true set-it-and-forget-it comfort dish, try our Crockpot Broccoli Cheddar Chicken and Rice.