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Marvelous Shells ‘n’ Cheese

Says Lauren Versweyveld of Delavan, Wisconsin: “This macaroni dish is so good! I adapted the recipe from one my mother makes, but she agrees that my version is rich and delicious. It’s easy to assemble and always receives rave reviews.”
  • Total Time
    Prep: 25 min. Bake: 30 min.
  • Makes
    6 servings


  • 1 package (16 ounces) medium pasta shells
  • 1 package (8 ounces) process cheese (Velveeta), cubed
  • 1/3 cup 2% milk
  • 2 cups 2% cottage cheese
  • 1 can (10-3/4 ounces) condensed cream of onion soup, undiluted
  • 3 cups shredded Mexican cheese blend
  • 2/3 cup dry bread crumbs
  • 1/4 cup butter, melted


  • Cook pasta according to package directions. Meanwhile, in a large saucepan, combine process cheese and milk; cook and stir over low heat until melted. Remove from the heat. Stir in cottage cheese and soup.
  • Drain pasta and add to cheese sauce; stir until coated. Transfer to a greased 13x9-in. baking dish. Sprinkle with Mexican cheese blend. Toss bread crumbs with butter; sprinkle over the top.
  • Bake, uncovered, at 350° for 30-35 minutes or until heated through. Serve immediately.
    Freeze option: Do not prepare bread crumbs until later. Cool unbaked casserole; cover and freeze. To use, partially thaw in refrigerator overnight. Remove from refrigerator 30 minutes before baking. Prepare bread crumbs as directed; sprinkle over top. Bake casserole as directed, increasing time as necessary to heat through and for a thermometer inserted in center to read 165°.
Nutrition Facts
1-1/2 cups: 839 calories, 42g fat (25g saturated fat), 113mg cholesterol, 1636mg sodium, 78g carbohydrate (11g sugars, 4g fiber), 40g protein.

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Average Rating:
  • lou7752
    Sep 6, 2013


  • wintermom9597
    Aug 28, 2012

    No problem finding the cream of onion soup. Made the recipe exactly as printed and dish was delicious. Kids loved it.

  • smokingdragons
    Apr 14, 2009

    made this and thought it was very good, but when I make any type of baked macroni and cheese I always throw in any types of leftover cheese I have in the frig.So I added sharp cheddar and monterey jack. Did not have any cottage cheese so left that out.Just added more cheese. I found the cream of onion soup at Walmart. Thought it added a different flavor and very good. I also added pepper. Didn't have bread crumbs so I used French's fried onions on the top. very good recipe.

  • laura70
    Mar 29, 2009

    No comment left

  • Classicrock
    Feb 25, 2009

    A little too bland for us, as well. Unfortunately, the cheese items didn't help much in enhancing the taste even when I increased their portions.

  • patricia07
    Feb 20, 2009

    next time I would spice it somewhat with Cayenne or hot peppers. A little too bland for us. Durango

  • loribuffal40
    Jan 30, 2009

    No comment left

  • kaysrice
    Jan 28, 2009

    I couldn't find cream of onion either, so I mixed a can of cream of chicken with a pack of onion soup mix. Everyone thought it was great.

  • camorgan
    Jan 26, 2009

    I bought some cream of onion at Wal-mart recently.

  • doreen643
    Jan 26, 2009

     I did a quick check on and I see cream of onion still available.  If your grocery store doesn't offer it, you might ask them to order it for you.This recipe sounds like a yummy comfort food item! Thanks!Doreen