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Marvelous Shells ‘n’ Cheese

Total Time

Prep: 25 min. Bake: 30 min.


6 servings

Updated: Jan. 29, 2022
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.”


  • 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


  1. 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.
  2. 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.
  3. 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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