Macaroni and Cheese Soup

This easy macaroni and cheese soup turns everyone’s favorite comfort food into a creamy cheddar soup, complete with tender elbow macaroni and crispy, buttery breadcrumbs!

Back when I was a little girl, whenever anyone asked what I wanted for dinner, my answer was almost always macaroni and cheese. My daughter inherited that particular enthusiasm, and my dad became a pretty dang good mac and cheese maker himself. Clearly, this runs in the family.

So after a lifetime of happily eating macaroni and cheese, you might think I would have run out of ways to make it. But then it dawned on me: what if those little elbows were swimming around in a warm, creamy cheddar soup? And what if we topped the whole thing with buttery toasted breadcrumbs? This needed to happen.

And friends, it did. It’s everything I love about macaroni and cheese, ready to eat with a spoon. Pass the bowls!

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.)  

Jump to:

• 🔎 A quick look at this recipe
• ⭐️ Why this recipe works
• 🧀 Ingredients you need
• 📝 Ingredient notes
• 💡 Ingredient substitution ideas
• How to make this recipe
• What to serve with this recipe
• Macaroni and Cheese Soup
• Variations on this recipe

🔎 A quick look at this recipe

⭐️ Why this recipe works

• 🧀 Big cheddar flavor: Sharp cheddar gives the creamy broth that familiar macaroni and cheese taste.
• 🥣 Comfort food by the spoonful: Tender elbow macaroni turns this cheesy soup into a cozy lunch or supper.
• 🧈 A little crunch on top: Buttery toasted breadcrumbs add a crisp finishing touch to every bowl.
• ⏰ Ready in 35 minutes: A few simple stovetop steps make this an easy option for busy evenings.
• 🥄 A smooth, creamy finish: Adding the cheese a handful at a time over gentle heat helps it melt smoothly into the soup.

🧀 Ingredients you need

📝 Ingredient notes

• Bread: Regular sandwich bread works perfectly for the homemade breadcrumb topping. Give it a whirl in your food processor, leaving some coarse crumbs for a little extra crunch.
• Butter: You’ll use one tablespoon to toast the breadcrumbs and the remaining two tablespoons for the soup base.
• Elbow macaroni: Measure out 6 ounces of dry pasta, then cook and drain it before adding it to the soup. Cook just until al dente so it doesn’t get too soft when warmed in the broth.
• Chicken broth: Low-sodium broth lets you control the saltiness, especially since the cheddar adds salt of its own. Vegetable broth works too if you want to make this vegetarian.
• Sharp cheddar cheese: Sharp cheddar gives this soup plenty of cheesy flavor. Grate it fresh from the block for the smoothest melting—I’m a Cabot girl!
• Flour: All-purpose flour combines with the butter to thicken the broth. Cook it briefly before adding the liquid to get rid of that raw flour taste.

💡 Ingredient substitution ideas

Missing something or want to swap in something different? Check out the links below to find more ingredient substitution ideas. 👇🏻

See the recipe card for full information on ingredients and quantities and nutritional information.

How to make this recipe

Step 1: Cook 6 ounces of elbow macaroni according to the package directions until al dente. Drain and set aside.

Step 2: Put 2 slices of bread in your food processor and pulse into coarse crumbs. Melt 1 tablespoon of butter in a medium skillet over medium heat. Add the crumbs and cook, stirring often, until golden and crisp, about 5–7 minutes. Set aside.

Step 3: Melt the remaining 2 tablespoons of butter in a large saucepan over medium heat. Stir in ¼ cup flour and cook, stirring, for 1 minute.

Step 4: Slowly whisk in 2 cups chicken broth until smooth. Simmer gently for about 5 minutes, stirring occasionally, until slightly thickened.

Step 5: Whisk in 2 cups whole milk and heat gently for another 2–3 minutes until hot. Don’t let it boil.

Step 6: Reduce the heat to low and add 2 cups freshly grated sharp cheddar a handful at a time, stirring until each handful melts before adding the next.

Step 7: Stir in the cooked macaroni and heat gently until warmed through. Ladle into bowls, sprinkle with the buttery breadcrumbs and serve right away!

Love a thick and creamy comfort-food soup? This bacon-and-Cheddar-topped loaded potato soup is another cozy favorite. Meantime…this soup’s on!

What to serve with this recipe

This creamy, cheesy soup loves a little something fresh or crunchy on the side! Try my Roasted Green Beans with Walnuts, Chopped Brussels Sprouts with Feta Cheese or Green Bean Tomato Salad.

And for a cozy soup-and-sandwich supper, add half a Ham and Brie Sandwich with its sweet apple crunch. Lunch is looking mighty good!

 

Variations on this recipe

• Bring on the bacon: Sprinkle cooked, crumbled bacon over each bowl along with the buttery breadcrumbs.
• Add some veggies: Stir in cooked, chopped broccoli or thawed frozen peas when you add the macaroni, and heat gently until warmed through.
• Try another cheese: Swap some of the cheddar for Monterey Jack or Gruyère. Keep the total amount of cheese the same, and grate it fresh for the smoothest melting.
• Make it a little spicy: Add a pinch of cayenne pepper to the broth or pass the hot sauce at the table.
• Use a different pasta: Small shells or ditalini work beautifully in place of the elbows. Use the same dry weight and cook separately before adding.