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Macaroni and Cheese Soup

Your favorite creamy comfort food transformed into belly-warming Macaroni and Cheese Soup!
Author: Jennifer Locklin


  • 16 oz elbow macaroni uncooked
  • 2 tablespoons butter
  • 1 cup diced onion
  • 1 cup diced celery
  • 1 cup diced carrot
  • 1 clove garlic minced
  • 16 ounces Velveeta cheese cubed
  • 2 teaspoons chicken bouillon I use Better Than Bouillon
  • 4 cups whole milk
  • 2 tablespoons cornstarch
  • cup water
  • 1 cup frozen petite English peas
  • 1 cup frozen or canned corn kernels


  • Cook macaroni per package directions; drain. Rinse in cold water; drain and set aside.
  • Melt butter in a large skillet over medium-high heat; add carrots, celery, and onion, and cook, stirring constantly, 5 to 7 minutes or until tender.
  • Once vegetables are tender, stir in minced garlic and cook, stirring constantly, for about 1 minute.
  • Remove vegetable mixture from heat; set aside.
  • Combine milk, bouillon, and cheese in a heavy Dutch oven, and cook over medium heat, stirring often, until cheese melts.
  • Combine cornstarch and water, stirring well; stir into the milk mixture.
  • Cook over medium heat, stirring constantly, until mixture thickens.
  • Stir in macaroni, vegetable mixture, corn, peas; and cook over low heat, stirring constantly, until thoroughly heated.