This mac and cheese soup started as a way to stretch a childhood favorite into a bowlable, spoonable comfort dish that feeds a hungry family and warms the soul. I first discovered the idea on a rainy evening when I wanted the nostalgia of boxed macaroni and cheese but with grown-up depth — a silky broth, real sharp cheddar, and a handful of vegetables for texture. The result was a crowd-pleasing one-pot meal that tastes like creamy mac and cheese but reads like soup: rich, cheesy, with tender pasta suspended in a luscious, savory liquid.

What makes this version special is the balance between a classic roux-thickened base and the tenderness of elbow macaroni cooked directly in the broth. The sautéed onion and celery build aromatic complexity; the garlic and Worcestershire add umami; and the heavy cream finishes the soup with a satin sheen. We serve it when friends drop by unannounced or when the week requires something both simple and indulgent. Each spoonful brings that blend of creamy texture and sharp cheese bite that makes everyone ask for seconds.

Ingredients

• Butter (1/4 cup): Use unsalted butter so you control seasoning; plug in salted only if you reduce added salt. Butter creates the fat phase of the roux and gives the soup a rich mouthfeel. I prefer a high-quality European-style butter for extra creaminess.
• Onion (1/2 medium, chopped): Yellow or sweet onion works best for a savory-sweet background; finely chop so it softens evenly and integrates into the broth.
• Celery (2 stalks, chopped): Adds aromatic crunch and vegetal balance; remove strings if older stalks feel tough. Celery helps cut through some of the richness.
• Garlic (2 cloves, minced): Fresh minced garlic gives a bright savory lift; add after the vegetables to avoid burning and bitterness.
• Flour (6 tablespoons): All-purpose flour forms the roux with butter to thicken the broth. Cook the flour briefly to remove the raw taste.
• Chicken or vegetable broth (4 cups): Use low-sodium if you want to control final saltiness; broth is the liquid backbone that the pasta cooks in.
• Heavy whipping cream (1 cup): Adds silkiness and body; for a lighter version use whole milk but expect a thinner texture.
• Worcestershire sauce (1 teaspoon): A tiny splash of umami that deepens cheddar flavor without tasting like sauce.
• Salt (1/4 teaspoon or to taste): Start low and adjust at the end after cheese melts — cheddar and broth contribute salt too.
• Uncooked elbow macaroni (1 cup): Small shapes like elbows or small shells work well because they cook quickly and suspend in the soup.
• Water (1/2 cup, if needed): Keeps the soup from over-thickening as pasta absorbs liquid; add incrementally.
• Sharp cheddar (2 cups shredded): Choose a high-quality sharp cheddar for bright cheesiness; grate it yourself for best melting.
• Pepper (optional): Freshly ground black pepper adds a finishing lift; add to taste.

Instructions

Sauté the aromatics:Add the 1/4 cup butter to a medium-large heavy pot over medium heat. Once melted and bubbling slightly, add the chopped onion and celery and sauté for 4–5 minutes until the onions are translucent and the celery has softened. This step builds the flavor base; look for glossy, slightly golden edges and a fragrant smell.Make the roux and cook out the flour:Stir in the minced garlic and immediately add the 6 tablespoons flour. Cook for about 2 minutes, stirring constantly to break up lumps and toast the flour slightly — the mixture should turn pale and smell nutty, which removes raw flour taste and ensures a smooth finish.Whisk in the broth:Gradually whisk in the 4 cups chicken or vegetable broth a little at a time until fully incorporated and no lumps remain. Increase heat gently as needed to help the mixture homogenize; keep whisking until the base is smooth and beginning to thicken.Add cream and seasoning, then bring to a boil:Stir in 1 cup heavy cream, 1 teaspoon Worcestershire sauce, and 1/4 teaspoon salt. Increase heat to high and bring the soup to a boil so the roux activates and the base achieves a slightly glossy, thickened texture.Cook the pasta in the soup:Stir in 1 cup uncooked elbow macaroni, reduce heat to medium-low so the pot simmers gently (not a rolling boil), and cover with the lid slightly ajar. Simmer for 15–20 minutes, stirring regularly to prevent sticking and to check pasta doneness. If the soup becomes overly thick before the pasta is tender, add 1/2 cup water or more in small increments.Finish with cheese and seasoning:Turn off the heat and gradually stir in 2 cups shredded sharp cheddar a handful at a time until fully melted and the soup is silky. Taste and season with black pepper and additional salt if needed. Serve immediately while warm and creamy.

Storage Tips

Cool the soup quickly and transfer to an airtight container before refrigerating. It will keep safely for up to 3 days; always reheat slowly over low heat and add a splash of broth or water to loosen the texture. Avoid freezing the fully assembled soup with cheese included — dairy can separate and turn grainy. Instead, freeze the soup base (without cheese) for up to 3 months, then thaw and finish with freshly grated cheddar just before serving for the best texture.

Ingredient Substitutions

To make a lighter version, replace heavy cream with 2% milk and stir in a tablespoon of cornstarch dissolved in cold water to maintain body. For a gluten-free option, use a gluten-free all-purpose flour for the roux and swap to gluten-free elbow pasta. If you prefer a sharper bite, substitute half the cheddar with aged white cheddar or Gruyère for a nuttier, more complex flavor. Vegetarian? Use vegetable broth in place of chicken broth — the Worcestershire still contributes umami but check the bottle since some brands contain anchovies.

Serving Suggestions

Serve this soup in deep bowls with a scattering of extra shredded cheddar or a drizzle of good olive oil for shine. Add texture with crispy bacon bits, toasted breadcrumbs, or scallion rings. A crisp green salad dressed with lemon vinaigrette cuts through the richness, while roasted seasonal vegetables make it a heartier meal. For an indulgent touch, top with croutons made from buttered bread toasted until golden.

Cultural Background

The roots of mac and cheese trace back to European pasta-and-cheese traditions and became a distinctly American comfort classic in the 19th and 20th centuries. Transforming it into a soup taps into the broader tradition of turning beloved dishes into brothy, spoonable forms — like shepherd’s pie into stew or chicken pot pie into soup — which is often driven by convenience and the desire to make hearty portions stretch further. This adaptation keeps the familiar flavors while offering a new texture and serving style that suits chilly evenings and casual gatherings.

Seasonal Adaptations

In fall and winter, add warm spices like a pinch of smoked paprika or a touch of nutmeg to deepen the flavor, and stir in roasted squash for seasonal sweetness. In spring or summer, lighten the soup by using milk instead of cream and adding fresh peas or blanched asparagus at the last minute for brightness. For holiday gatherings, fold in cooked lobster or crab for an elevated version that still feels comforting but becomes celebratory.

Meal Prep Tips

Prepare the sautéed aromatics and roux base ahead of time and refrigerate for up to 2 days. When ready to cook, rewarm the base, whisk in broth, bring to simmer, and add pasta to finish. Alternatively, make the full recipe but omit the cheese; refrigerate and gently reheat with fresh shredded cheddar added at the end. Portion into single-serve containers for grab-and-go lunches and include a small container of extra cheese to keep the final texture fresh.

This dish is a hug in a bowl that’s easy to make your own — adjust the cheese, texture, and mix-ins to suit your family and the season. Enjoy sharing it with friends and savor the simple comfort it brings.