Stove-top Shells & Cheese

I love me a good boxed mac and cheese. Whenever I make it for the kids, I end up devouring most of the box (sorry guys!). There’s just something about a spoonful that brings me back to my childhood when we would live for mac and cheese days. Having a bowl full of pasta and cheesy goodness was the best after a morning of playing with friends! Sometimes we’d even add hot dogs or salami to the mix (I’m pretty sure my dad gets credit for that concoction).



I brought my obsession with mac n’ cheese to new heights when creating a recent recipe for Kids Night In. For those of you who don’t know, I’m the company’s food contributor and create recipes for both their Kids Night In and Date Night In monthly subscription boxes – it’s such a fun gig for me. And the team at Night In Boxes is the best! To learn more about Night In Boxes, click here.


August’s box theme is “Under the Sea” and when I think under the sea, I think sunny beach days, mermaids, fish and shells. Luckily, shells come in pasta form, which is why I came up with a fun stove-top shells and cheese. It’s an elevated version of the boxed stuff and has a cheesy, homemade flare to it. It’s filled with sweet peas and topped with buttered, crumbled crackers because the more carbs the better, right?



This classic dish is so good and easy, and it’s something the kids will love helping you cook. It takes more time than the boxed version, but that’s part of the fun in making semi–homemade meals. I hope you’ll make it, and if you do, don’t forget to tag your photos with #marinamakeseats!

Stove-top Shells & Cheese

Makes 2-3 servings


  • 1/4 cup of crushed round crackers (4-6 crackers)
  • 3 tablespoon of butter, divided
  • 8 oz of dried shell pasta 
  • 1/2 cup of frozen peas
  • 1 tablespoon of flour 
  • 1 1/2 cups of whole milk
  • Salt
  • 1 cup of shredded cheddar cheese


To make the cracker topping, add 1/2 tablespoon of butter to a frying pan over medium heat. When melted, add the crumbled crackers, stirring to coat. Toast until lightly browned. Remove from the heat and set aside.

Bring a medium pot of water to a boil. Add a tablespoon of salt to the boiling water and then add the shell pasta.  Boil the shells for a couple of minutes short of what is listed on the packaging.

While the shells are boiling (make sure to keep an eye on them!), it is time to start making the  cheese mixture. Add two tablespoons of butter to a large pot and melt over medium heat. When the butter has melted and is bubbling slightly, add the flour and whisk until smooth. Let it cook for a minute or two, until it turns golden brown. Next, add the milk and 1/4 teaspoon of salt and bring to boil. Continue to whisk for 3-5 minutes, until the mixture has thickened. Remove from the heat and add the shredded cheese. Stir with a whisk until smooth.

Now back to the shells. When the cheese mixture is complete, or when you’re about a minute away from draining the pasta, add the peas (pearls) and allow them to cook for 30 seconds to a minute. Drain the shells and peas, and add them to the cheese mixture, gently stirring them together to coat.

Pour the shells n’ cheese into bowls and top with crumbled crackers.

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