Total Time
Prep 10 mins
Cook 40 mins

This is an indulgent calorie-filled delicious dish my family loves.

Ingredients Nutrition

  • 12 cup Italian seasoned breadcrumbs
  • 14 cup milk
  • salt
  • black pepper
  • 4 cups shredded cheese (your choice, but I use one bag of sharp and one bag of cheddar, it doesn't matter as long as you hav)
  • 1 (12 ounce) boxof barilla medium shell noodles (or your choice of brands, I just like Barilla best)
  • 2 tablespoons butter


  1. Preheat oven to 350°F
  2. Bring one large pot of water to a rolling boil.
  3. Add whole box of shells and a pinch of salt to boiling water, cover and switch to low heat.
  4. Spray oven safe dish with cooking spray.
  5. Put milk, one bag of cheese,a few dashes of pepper, the butter and a pinch of salt in the dish; mix well.
  6. When noodles are still firm, but partially cooked drain them and add them to the bowl of milk and other mixed ingredients.
  7. Stir together coating noodles in cheese mixture.
  8. Cook for 20 minutes.
  9. Add second bag of cheese and stir.
  10. Top with breadcrumbs and cook for 15 more minutes or until golden brown at the edges.


Most Helpful

Made this recipe for the family tonight and it didn't get good reviews at all. I added some minced garlic and onion and it still was extremely bland and greasy. Unfortunately, there were no requests to make this one again. My daughter actually requested that I "stick to the box" Mac n Cheese.

amossodis September 19, 2011

I saw Andi's pic this morning and went straight to the kitchen to make this. I normally prefer a more creamy mac & cheese, but this is pretty darn good, and way easy! I used a store brand shredded cheese and I found it made the dish a tad greasy (not that this stopped me from scarfing down a whole plate!). I'd use a better brand of cheese next time, and there will be a next time! Thanks for a keeper! Crabby

Crabzilla September 14, 2007

You are brilliant.....this is a "come on in!" dish that begs friends to stop over and sit down and relax with while they devour and clean their plates. Easy to put together, and had everything right in the cupboard. Easy to follow directions to lead to a bute of a Mac&Cheese. I followed the recipe as written and had it in the oven bubbling away in less time then it takes to put together the Bechamel method. Sauce came out perfectly not to thick or thin, although I halved this recipe. I added 2 % reduced fat cheese, and regular breadcrumbs mixed with Italian seasonings. Great for a evening when children have activities, or freezing for later in the week. Next time I might add some Tabasco, because we just happen to adore the kick. Thanks so much! Will make again.

Andi of Longmeadow Farm September 13, 2007

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