Homemade Broccoli Shells and Cheese

I got a request from Nelson (a BB reader) last week to make some homemade mac and cheese, and what a fantastic idea it was. I really need some mac and cheese in my life right about now. Of course, I added a good dose of broccoli to sort of balance out the meal and make sure I get my greens. ;) And I ended up using shells instead of macaroni because that’s what I had on hand. But if you don’t want broccoli shells and cheese, just leave out the broccoli, make everything else as directed, and you’ll have a good classic shells and cheese.

Originally posted 2/21/2011, updated 1-5-17

top view of a bowl of broccoli shells n' cheese sitting on a black and white patterned napkin with a fork on the side

The Cheese Sauce Method

Making a cheese sauce can be a little bit intimidating at first, but give it a shot. Once you get the hang of it, it’s super easy. The thickening action of the roux is kinda like magic; very mysterious but you gotta learn to trust it. It will thicken.

What Kind of Cheese to Use

Sharp cheddar will give your mac the most flavor, but it also tends to “break” the easiest (turn lumpy in the sauce), so I usually use medium cheddar. I also added a little parmesan (another strong cheese) because after tasting the sauce I wanted it even cheesier! I despise a bland macaroni and cheese.

Why Add Hot Sauce?

I add just a little bit of hot sauce to my shells and cheese to add flavor but not really any heat. The hot sauce is completely optional. Many people add dry mustard which has a similar effect on the flavor. It just gives it a nice little zing of flavor on the back end. In the end, the cheese sauce is all about tasting and adjusting it to your liking. And really, who’s complaining about repeatedly tasting cheese sauce? No one.

Close up of a forkful of broccoli shells n' cheese

Broccoli shells n' cheese is a classic American dish that goes well along side any meal, or as a hearty side dish. 100% real, 100% homemade. BudgetBytes.com
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Broccoli Shells and Cheese

Broccoli shells and cheese is a classic American comfort food. Serve it as a hearty side with dinner, or as a light main dish.
Author: Beth - Budget Bytes
Prep Time: 10 mins
Cook Time: 30 mins
Total Time: 40 mins
Servings: 4


  • 8 oz. pasta ($0.55)
  • 1/2 lb. frozen broccoli florets* ($0.90)
  • 1/2 small onion, about 1/2 cup diced ($0.18)
  • 3 Tbsp butter ($0.33)
  • 3 Tbsp all-purpose flour ($0.03)
  • 2.5 cups milk ($0.65)
  • 2 cups shredded sharp cheddar ($1.89)
  • 1/4 cup grated parmesan ($0.24)
  • Salt and pepper to taste ($0.05)


  • Bring a large pot of water to a boil for the pasta. Once boiling, add the pasta and continue to boil until the pasta is tender. Drain the pasta in a colander and set it aside until ready to use.
  • Meanwhile, allow the broccoli to thaw. Once partially thawed, chop the florets into smaller, bite-sized pieces, and set them aside to fully thaw while you prepare the rest of the dish.
  • While the pasta is cooking, begin the cheese sauce. Finely dice the onion and add it to a sauce pot with the butter. Cook the onion and butter over medium heat until the onions are softened (about 2-3 minutes).
  • Add the flour to the butter and onion. The flour and butter will form a paste, or roux. Whisk the roux over medium heat for 1-2 minutes more taking care not to let it scorch. This slightly cooks the flour preventing the cheese sauce from having an overly flour or paste-like flavor.
  • Whisk the milk into the roux until no lumps remain. Add some freshly cracked pepper to the sauce. Bring the mixture up to a simmer, stirring often (you may need to raise the heat just slightly). When the sauce reaches a simmer, it will begin to thicken. When it is thick enough to coat the back of a spoon, it’s time to add the cheese.
  • Turn the burner off and whisk in the shredded cheddar, one handful at a time, until it is fully melted in. Next, stir in the grated Parmesan. Give the cheese sauce a taste and add salt, pepper, and hot sauce to taste.
  • Once you have the cheese sauce seasoned to your liking, return the drained pasta to its large pot, add the chopped broccoli, and pour the cheese sauce over top. Stir until everything is combined and coated in the wonderfully cheesy sauce. Serve hot.


*To use fresh broccoli in this recipe, cut two broccoli crowns into small florets. Add the cut florets to the boiling pasta water during the pasta's last minute of cooking. This will blanch the broccoli, but leave it just firm enough to add texture. Drain the broccoli along with the pasta in the colander.
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Serving: 1 ServingCalories: 681 kcalCarbohydrates: 61 gProtein: 31 gFat: 35 gSodium: 755 mgFiber: 4 g
Nutritional values are estimates only. See our full nutrition disclaimer here.

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How to Make Broccoli Shells and Cheese – Step By Step Photos

Top view of a bowl of Shredded Cheddar cheese Shred one 8oz. block of cheddar. Just be aware that sharp cheddar tends to “break”, or become lumpy, in cheese sauces a little bit easier than medium or mild cheddar. So, if you’re new to cheese sauces, start with a medium or mild cheddar.

Frozen Broccoli Florets being chopped on cutting board with knife Allow 1/2 lb. frozen broccoli florets to thaw. Once they are thawed enough to cut, chop them into smaller, bite-sized florets. Set them aside until ready to use (and to allow them to fully thaw).

Pot of water with raw shell noodles in it
Bring a large pot of water to a boil for the pasta. Once boiling, add 8oz. pasta shells and continue to boil until the shells are tender. Drain the shells in a colander.

Onions and Butter in pot While the pasta is cooking, prepare the cheese sauce. Finely dice 1/2 of a small onion (about 1/2 cup diced). Add the diced onion to a saucepot with 3 Tbsp butter. Cook the onion in the butter over medium heat until the onions are soft and transparent.

Flour added to onion and butter to create roux, mixed with whisk
Then add 3 Tbsp all-purpose flour. Whisk and cook the flour with the butter and onions for about 2 minutes. This will slightly cook the flour and prevent the sauce from having a floury or glue-like flavor. This paste-like flour and butter mixture is called a “roux” and is what will thicken the cheese sauce.

Whisk in Milk to roux mixture Whisk in 2.5 cups whole milk until there are no lumps. Also, add some freshly cracked pepper (5-10 cranks of a pepper mill). Continue to cook and stir the milk until it comes up to a simmer, at which point it will begin to thicken.

Thickened White cheese sauce, wooden spoon holding up a spoonful
When the sauce is thick enough to coat the back of a spoon, it is time to add the cheese. 

Cheddar cheese being added to pot with cheese sauce

TURN OFF THE HEAT, then stir in the cheddar, one hand full at a time, until it is fully melted into the sauce. It’s important to remove the sauce from the heat and melt in the cheese slowly to prevent the sauce from “breaking” or turning lumpy.

Parmesan being sprinkled into cheese sauce mixture

Once all the cheddar is melted in, stir in 1/4 cup grated Parmesan.

Hot sauce being poured into cheese sauce mixture
It’s now time to taste and season. I added a few dashes of hot sauce and just a little salt. You can use any hot sauce you like, Tobasco, Franks, Cholula, Sriracha, whatever. The idea is to add just enough to give the sauce a little zing, but no heat.

Pouring cheese sauce over cooked noodles and broccoli in pot
Once the sauce is seasoned to your liking, return the drained shells to the large pot, add the chopped broccoli, then pour the cheese sauce over top.

Top view of a pot of Finished Broccoli Shells and Cheese

Stir everything together until that glorious cheese sauce is coating every inch of pasta and broccoli. 

Top view of a bowl of Broccoli shells n' cheese sitting on a black and white patterned napkin
I mean, does it get any better than homemade Broccoli Shells and Cheese??