This easy stovetop Bacon Shells and Cheese recipe is what boxed mac and cheese can only aspire to be. This recipe comes together quickly and the end result is the creamiest, cheesiest shells and cheese recipe ever.

If you love the nostalgic boxed classic shells and cheese and want to take those flavors to the next level, you’re in the right place!

Creamy Bacon Shells and Cheese

Gun to my head: mac and cheese is the side that I’m bringing to a party or BBQ. While I love a classic Baked Mac and Cheese, there’s something about the nostalgic simplicity of these creamy bacon shells and cheese.

I’ve been sharing all my favorite summer side dish recipes as part of my Summer Sides Series. These homemade bacon shells and cheese were a must on this list! It’s my go-to side dish when I want to flex and impress, but I don’t want to put a lot of work in. Plus, it blows the boxed stuff out of the water!

It’s packed with flavor thanks to the crispy bacon and diced green chilies but the real star of the show is the Velveeta. You may have strong feelings about it, but I am personally pro-Velveeta. There are plenty of mac and cheese recipes for using real cheese out there–but shells and cheese absolutely requires Velveeta to get that signature glossy and cheesy sauce.

If you’re decidedly anti-Velveeta, that’s okay! Check out some of my other amazing side dish recipes.

How to Make Bacon Shells and Cheese

Bacon shells and cheese is the perfect quick side dish for any game day, party, or backyard BBQ. It comes together in under 30 minutes in one skillet!

Tools Needed

• Large Skillet or Braiser
• Sharp Knife
• Cutting Board
• Measuring Cup

Ingredients and Substitutions

• Dried pasta. I like using medium shells, but you can use smaller shells or virtually any other pasta shape that you like.
• Velveeta. This one is a non-negotiable and truly makes the creamiest cheese sauce ever.
• Bacon. You can skip bacon to make these shells and cheese vegetarian.
• Half and half. I don’t recommend using anything except half and half here. Whole milk breaks too easily.
• Diced green chilies. I used spicy canned green hatch chilies, but any roasted and diced chile will work.
• Onion. I like using yellow onion, but any onion will work.
• Jalapeño. A bit of diced fresh jalapeño adds the perfect hint of spice.
• Spices. Garlic powder and paprika round out this ultra flavorful mac and cheese.

The Process

1. Cook the pasta. Bring a pot of salted water to a boil and add the pasta. Cook to al dente, according to package instructions. Reserve 1/2 cup pasta water and drain the pasta.
2. Crisp the bacon. While the water is coming to a boil, add the bacon to a large skillet or braiser over low heat and cook until crispy and the fat has rendered. Use a slotted spoon to transfer the bacon to a small bowl and set aside.
3. Saute the aromatics. Add the diced onion, green chilies, jalapeño, and spices to the skillet and increase the heat to medium. Saute for 3-4 minutes until the onions are soft.
4. Make the sauce. Add the half and half to the skillet and stir well to combine. Bring to a very gentle simmer, reduce the heat, and then stir in the velveeta until melted. Add the cooked pasta and pasta water to the skillet along with the crispy bacon.
5. Finish. Stir until the pasta is well coated in the sauce and cook for 3-4 minutes, until the sauce is thick. Serve hot.

Shells and Cheese Variations

I am all in on this version of bacon shells and cheese with the green chilies and jalapeños, but there is a ton of wiggle room. Here are my favorite ways to switch things up when making shells and cheese:

• Add seasoned ground beef. If you are a hamburger helper lover, add some seasoned ground beef and onions to the sauce for a delicious homemade version.
• Add cajun spice. Turn this into a cajun shells and cheese by adding some cajun spice and topping with cajun grilled chicken. Truly restaurant worthy!
• Make it buffalo! Add in some buffalo sauce, blue cheese crumbles, and grilled chicken for a fun take.
• Bake it. If you’re still looking for that classic baked mac and cheese, top with shredded cheese and some buttery breadcrumbs and bake until hot and bubbly. Best of both world!

What to Serve with Bacon Shells and Cheese

You can easily make bacon shells and cheese a meal in its own right, but it’s a great side dish too! I love serving it for game days, at casual parties, or at any summer BBQ. Here are my favorite mains to serve with bacon shells and cheese:

• Steakhouse Burgers
• Banh Mi Hot Dogs
• Grilled Tri-Tip
• Beer Can Chicken
• Grilled Chicken Wings
• Grilled Buffalo Chicken Sandwiches

Storage & Reheating Instructions

I won’t lie, this recipe makes a hefty amount of bacon shells and cheese, but I am here for it! This is one of my favorite leftovers to have and eat throughout the week.

Storage: If you have leftover shells and cheese, store in an airtight container in the fridge for up to 1 week.

Reheating: There are a couple of options when it comes to reheating leftover bacon shells and cheese:

• Microwave: Microwave leftover shells and cheese incrementally until warmed through. This can leave the shells and cheese feeling a little dry, so it’s not my favorite method.
• Skillet: This is definitely my preferred reheating method! Add the shells and cheese to a skillet with a little milk and cover. Heat over low heat, stirring occasionally, until warmed through.

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If you’re looking for the best ever side dish that will have your guests raving, give this Bacon Shells and Cheese recipe a try! It’s perfect for any backyard bbq and pairs perfectly with so many different foods.  If you do give it a try, be sure to let me know! Leave a comment with a star rating below. Be sure to subscribe to my weekly newsletter and never miss a new recipe! You can also snap a photo & tag @JENNYGOYCOCHEA on Instagram. I LOVE hearing about & seeing your SMF creations!

More Summer Side Dish Recipes to Try

Dressed Up Baked Beans
Creamy Pesto Pasta Salad
Hawaiian-Style Mac Salad
Mom’s Classic Potato Salad

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