Macaroni and Cheese Soup

So, back many thousands of years ago when I was a kid, whenever anyone asked me what I wanted for dinner I would say “macaroni and cheese!”  And still to this very day, whenever I ask my teenager what she wants for dinner she says “macaroni and cheese!”  (Like mama, like daughter.)  I think we both get it from my dad…who has recently turned into a pretty dang good maker of macaroni and cheese himself.  With all of this, I think I have had macaroni and cheese approximately 1,594,284 times, from the classic baked version to yes, macaroni and cheese cupcakes.  So if you told me that lo! these many years later that I would find a new way to make it, and that I would love that way maybe even more, I might not have believed you.

Then one day, it dawned on me.  If it could be a cupcake…it could be soup.  It could be a warm, creamy, cheesy concoction that included a soup version of the cheese sauce, with those wonderful little elbow macaroni swimming around in it, and a garnish of crispy, buttery bread crumbs tossed with parsley to give it a tiny bit of crunch.  It could happen.  It MUST happen.

It happened.

The base is a super-simple mixture of minced onions and celery, a little white wine, chicken broth, milk and a few herbs and spices.  (If you are making this for the kiddos, you might want to leave out the onion and double the celery.  I love it, but it does give the final thing a little snap.  In my experience, kids like their mac and cheese pure and unadulterated by onions, and if you don’t tell them they will never know the celery is there.  Shhh.)  Then gently add the cheese in handfuls, stirring it around until it is smooth.  Voila!…your cheese soup.  Stir in some cooked elbow macaroni, and then garnish with a few tablespoons of crispy breadcrumbs…you can whip these up in 5 minutes on your stove, and they give this soup just a teeny amount of perfect crispiness.

And there you have it…macaroni and cheese SOUP! Who says you can’t teach an old dog new tricks?

(This is apparently the “fall asleep on the rung of a stool” trick.  You never know when it might come in handy.)

Meantime…soup’s on!

Adapted from CUISINE AT HOME


Macaroni and Cheese Soup
Serves: 6 servings
  • 2 slices bread
  • 1 tablespoon butter
  • 2 tablespoons chopped parsley
  • 6 ounces dry elbow macaroni, cooked and drained
  • ¼ cup minced onion
  • ¼ cup minced celery
  • 2 tablespoons butter
  • ½ cup white wine
  • 2 cups chicken broth
  • ¼ teaspoon cayenne pepper
  • 2 cups whole milk
  • 2 cups sharp cheddar cheese, grated (I like Cabot)
  • ¼ cup flour
  1. Make bread crumbs: Put bread in food processor and process until you have coarse crumbs. Melt 1 tablespoon butter in medium frying pan and saute crumbs until golden and crisp, 5-7 minutes. Cool and then stir in chopped parsley. Set aside.
  2. Saute onion and celery in a large saucepan with 2 tablespoons of butter over medium heat until soft, about 3-5 minutes.
  3. Ad flour to saucepan and stir for 1 minutes. Pour in wine and simmer for another 2 minutes.
  4. Add broth and pepper and simmer for 5 minutes until slightly thickened. Whisk in milk and simmer for another 2-3 minutes until hot. Do not boil.
  5. Add the cheese by handfuls, stirring after each handful until all the cheese is melted and the soup is smooth. Stir in the macaroni and simmer until the macaroni is warmed through.
  6. Ladle into soup bowls and garnish with a generous handful of breadcrumbs. Serve at once.


Want a photo beside your name? Go to, sign up for a free account, and upload a photo. It's super easy!

  1. says

    I still TO THIS DAY would choose mac and cheese over all else for dinner. every day. of my life. It seems healthier in soup form, kind of like a light summer meal. Please just let me keep believing that.

    • Kate says

      Me too! And I think you are totally right about the whole healthier in soup form thing. That’s my story and I’m sticking to it.

    • Kate says

      I think that would be fine – you’d just want to re-measure the broth before it went into the soup base to make sure not too much of it had boiled off. If you try it, let me know what you think!

    • Kate says

      It’s so funny that you mentioned that…I was thinking the next time I might add finely chopped carrots to it. They have the extra added advantage of being the same color as the cheese! :)

  2. Christin says

    I’m 32 weeks pregnant and I have been CRAVING mac n cheese… so imagine my delight when you posted this recipe yesterday! I made it for dinner and it was even better than I had imagined :) Thanks for sharing this!! You made my day!

    • Kate says

      I live for figuring out new ways to make mac and cheese! :) And yes, she’s my faithful kitchen companion everyday.

  3. ry says

    made this for dinner tonight for my mac and cheese loving, 8 and 10 year old sons and a buddy here for a sleepover. it scored 95% (yes, i’m rated on dinner!). one thought it needed peas and the others thought it needed ham. but at least i got an A+. thanks for helping me make the grade! much appreciated.

  4. Erin says

    I made this last night in honor of my college friend visiting me in CT all the way from SC(we are both fans of your blog), and it was delicious! We both loved it. I can’t wait to make it again!

    • Kate says

      That’s so funny – I just made it a couple of days ago in honor of my daughter who was home from college for the weekend…and she goes to college in SC! Great minds think alike! :)

    • Jenn says

      If I were going to make this for an event at work and it was going to sit in a crock pot, what adjustments woud you make?

      • Kate says

        I would make it exactly as the directions say in a regular pot, and then transfer to the crockpot when you get it to work and keep it on the low setting (you don’t want it to boil)…it should heat up perfectly and the crockpot withh keep it nice and warm for the length of the event.


Let's Talk!

Your email address will not be published. Required fields are marked *