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Macaroni and Cheese Soup

I have worked in the food service industry for too many years to count and have made this one-of-a-kind soup at many different jobs. It's always been a big hit. —Emma Head, Sunrise Beach, Missouri
  • Total Time
    Prep: 10 min. Cook: 30 min.
  • Makes
    20 servings (5 quarts)


  • 3 quarts water
  • 5 teaspoons chicken bouillon granules
  • 1-1/2 cups sliced celery
  • 2 large carrots, shredded
  • 1 large onion, chopped
  • 1 medium green pepper, chopped
  • 2-1/2 cups uncooked elbow macaroni
  • 1 cup butter, cubed
  • 3/4 cup all-purpose flour
  • 6 cups whole milk
  • 1 pound Velveeta, cubed


  • In a stockpot, bring water and bouillon to a boil. Add celery, carrots, onion and green pepper; cook for 4 minutes or until tender. Add macaroni. Cover and return to a boil; boil 2 minutes. Remove from the heat; let stand for 8-10 minutes or just until macaroni is tender.
  • Meanwhile, melt butter in a large saucepan. Add flour, stirring until smooth. Gradually add milk, stirring constantly. Bring to a boil; cook and stir for 2 minutes. Stir in cheese until melted; add to undrained macaroni mixture.
Nutrition Facts
1 cup: 261 calories, 17g fat (11g saturated fat), 49mg cholesterol, 619mg sodium, 18g carbohydrate (7g sugars, 1g fiber), 9g protein.

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Average Rating:
  • Cory
    Jan 20, 2018

    The amount of water requested is overkill. There's nothing creamy about it. I should have gone with my gut and cut back, but I followed the directions unfortunately. Fix: drain the vegetables & macaroni, then re-use the the water as needed. Also, add another 1/2 lb of cheese, salt, and maybe jalapeno.

  • Cindy Langdon
    Feb 19, 2013

    No comment left

  • mangia-mangia
    Oct 2, 2011

    I have made this soup approx. 15 times and have shared with friends and work. I have never received a complaint, only people begging for this recipe. You can not go wrong and the kids love it!

  • lisalc98
    Nov 7, 2010

    I think this is a great family soup and a wonderful way to sneak some vegetables in for your kids. The shredded carrots in the soup actually look like shredded cheese (my sister thought it was the whole time she was eating it). This was really easy to make and I'll for sure make it again! I halved the recipe and it was plenty for 3 adults and a toddler, plus we had leftovers.

  • ginabee
    Oct 11, 2010

    needs more veggies and pasta, perhaps some ham and seasoning.

  • CFG
    Oct 11, 2010

    No comment left

  • MBerube
    Oct 5, 2010

    Great Flavor! The only thing I would do is double the filling. My Husband and I felt it needed more of the feeling. I added more and it was even better.

  • outofthatbox
    Apr 13, 2010

    My step daughters mother made this on New Years Eve for 14 kiddos + parents. There was plenty to go around and none left over. My kids still ask for this.

  • breeann1979
    Dec 31, 2009

    This is one of the best soups I've ever eaten. My mom claims to be a soup lover said it was awesome!