Macaroni and Cheese Soup with Broccoli

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Macaroni and Cheese Soup with Broccoli is comfort food at it’s best! It’s a classic mac turned into a kid-friendly bowl of soup.

Macaroni and Cheese Soup with Broccoli
Macaroni and Cheese Soup

Now that the weather is getting colder, we are having soup for dinner quite often. We love this easy mac and cheese soup made with sharp cheddar cheese, broccoli, vegetables and elbow macaroni. The kids love it too, a great way to get kids to get more veggies in their diet. More soup recipes we also love this time of year are Minestrone Soup and Cheeseburger Soup if you want to have some meat in your dish.

A big ladle with Macaroni and Cheese Soup with Broccoli

Broccoli is one of those gateway vegetables that kids start liking at an early age. I was a picky kid growing up, I remember the first time I liked broccoli it was smothered with melted cheese. Of course, as I grew up my palate changed and I explored new ways to love broccoli.

Using the same principal, this soup will please those picky palates while getting carrots, celery and broccoli in each bite.

Tips and Variations

  • Cook the broccoli to your family’s liking. Adults tend to like it tender crisp, while kids may like it cooked a little more.
  • Cheese– For best results use a block of cheese and grate it yourself rather. This will give you the creamiest results. Pre-grated cheeses have additives like cornstarch to prevent the cheese from sticking to each other. They also effect the outcome of cheese soups, often breaking down or having a gritty texture.
  • Broccoli swap– You can swap out the broccoli for cauliflower if your kids won’t eat green food.
  • Macaroni– Any small shape pasta can be used here. Try ditalini or small shells instead.
  • Refrigerate and leftovers–This soup is best the same day. Leftovers can be reheated the next day, more broth may be needed as the macaroni soaks up most of the liquid. Refrigerate for up to 3 days.

Macaroni and Cheese Soup with Broccoli

making soup with broccoli in a white pot.making soup with shredded cheddar.Macaroni and Cheese Soup with Broccoli in a pot

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Macaroni and Cheese Soup with Broccoli
Print WW Personal Points
4.66 from 41 votes
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Macaroni and Cheese Soup with Broccoli

253 Cals 17 Protein 28 Carbs 9.5 Fats
Prep Time: 10 mins
Cook Time: 25 mins
Total Time: 35 mins
Yield: 5 servings
COURSE: Dinner, Lunch, Soup
CUISINE: American
Macaroni and Cheese Soup with Broccoli is comfort food at it's best! It's a classic mac turned into a kid-friendly bowl of soup.


  • 4 oz dry elbow pasta or small shape
  • 1 1/2 cups onion, chopped
  • 1 large carrot, chopped
  • 1 celery stalk, chopped
  • 2 cloves garlic, minced
  • 1 tbsp salted butter
  • 2 tbsp flour
  • 2 1/2 cups fat free low sodium chicken broth, or vegetable broth
  • 1 cup fat free milk
  • pinch nutmeg
  • 1/2 tsp dry mustard
  • salt and fresh pepper to taste
  • 2 cups about 10 oz broccoli florets, chopped into small pieces
  • 1-1/2 cups 2% sharp cheddar, best to grate yourself
  • 2 tbsp Parmesan cheese


  • Boil pasta in salted water according to package directions for al dente. Drain and set aside.
  • Chop onion, carrot, celery, garlic by hand or mini food processor.
  • In a large soup pot or dutch oven, melt light butter. Add chopped vegetables and sauté on low heat until soft, about 5 minutes.
  • Add flour and fresh pepper to the pot and stir until smooth.
  • Slowly add chicken broth, milk, nutmeg and dry mustard powder; whisking constantly.
  • Set heat to medium-low and let it come to a slow boil. Cover and cook on low about 10-15 minutes.
  • Add broccoli florets, parmesan cheese, and stir well. Adjust salt and pepper to taste.
  • Cook uncovered until broccoli is cooked, about 5 minutes. Remove from heat and wait until it stops boiling.
  • Add cheddar cheese a little at a time, mixing well until cheese melts.
  • Return the cooked elbows to the soup and mix well, adjust salt and pepper if needed.
  • Eat right away so the pasta doesn't absorb all the broth.



Serving: 1cup, Calories: 253kcal, Carbohydrates: 28g, Protein: 17g, Fat: 9.5g, Sodium: 590.4mg, Fiber: 4g, Sugar: 3.5g
WW Points Plus: 7
Keywords: mac and cheese soup, Macaroni and cheese soup, Macaroni and Cheese Soup with Broccoli, macaroni and cheese soup with cheddar cheese

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  1. This soup is amazing!! A new favourite for sure!

  2. Thank you! This is the second recipe I’ve made by you and it was a winner with a picky kiddo. To anyone considering this recipe, I would suggest chopping veggies before hand to save time. You could also make the pasta day before too and heat that up before adding to soup. We prefer brothy soup so I added quite a bit more but overall my family really loved this recipe. I agree about doubling the recipe for more than 3 people. I would say this soup is hearty or thick, but it is filling, thanks to the cheese and the broccoli. I’m grateful for a recipe that had 3 veggies in it that we all loved! 

  3. Our whole family loves this recipe. It is not too heavy and jam packed with veggies. Definitely double the recipe if you have more than 3 people eating the soup.  

  4. We just tried this last night. Was really yummy! I really liked the little dash of nutmeg – that really added to the flavor!

  5. Really enjoyed this! I was worried about the cheese getting weird based on other comments so I did a bit of research. Turns out cheese proteins break down above 150 degrees so I used my insta thermometer to check. Even after cooling 5-10 minutes it was still at 175 so I dumped it into a bowl and it cooled to 150 quickly. If you don’t have a thermometer handy, I recommend decanting to a big bowl or pot and testing when it’s still warm, but not hot. I also tossed the cheddar in 1 tsp of cornstarch as I read that helped.

    Can’t wait to make this again! 

  6. This is super delicious and hearty recipe. I used frozen broccoli and added some kernel corn..Super easy recipe and great comfort food..☺️

  7. So yummy!! I wanted broccoli and cheese soup, and once again you came through! 
    Had for dinner tonight and it was hubby-approved! 

  8. This was very good for a chilly day after the snow storm day.I did find that I had to add about an extra cup of water after the soup was done because it was very thick. Also, I realized that I did not have any celery so I diced up the broccoli stems and sautéed them with the onions and carrots.  Since the recipe just calls for a florettes, I was happy to be able to use the rest of the broccoli as well.  I kept the pasta separate and stirred that into each bowl of soup as I served it.

  9. I made this soup and followed the directions to the letter. All the cheese curdled instead of melting and I had to throw it all away. Might want to let people know it can’t be too hot or it will be ruined. 

  10. This recipe was amazing and easy to make! Love your recipes and often recommend to my clients since I am a private practice Registered Dietitian! 

  11. Easy to make and delicious. Big hit with all the family. 

  12. It sounds like to me, if you’re not going to eat it all in one meal, that pasta should be kept separate until ready to eat. I do want to try it.

  13. I made this tonight, both me and my husband liked it a lot.  I used 1 cup shredded 2% milk Velveeta in place of the
     1-1/2 cups of cheddar because a few people commented that the cheddar was not melting right, it turned out very creamy.

  14. Family loved it!

  15. This was the first soup I have ever made that my entire family has enjoyed! Thank you, thank you, thank you! I can’t wait until I try the next menu item 🙂
    I stayed true to the recipe and watched the video and it was excellent!

  16. This was so tasty.  I used broccoli and cauliflower and added whochester sauce.  Easy very hearty soup.

  17. Every recipe looks delicious. I’m on the purple option. My leader says there’s only one plan, but has three different options. 

  18. For the cheese question, I found this info: When measuring semi-hard cheeses, such as cheddar, Swiss or mozzarella, by weight, it is generally accepted that 4 ounces yields 1 cup shredded cheese. An 8 ounce block of cheese would be 2-cups.

  19. Hello fellow Skinnytasters!! When the recipe calls for 1.5c cheese – I bought 2-8oz Kraft cheddar cheese blocks and then proceeded to grate them. Does that mean I add 1.5 (out of 2) of those cheese blocks?? Once grated, it seemed like a TON of cheese (and though I love the sound of that, my tight pants won’t!) haha. Please advise 🙂

  20. This soup was fabulous.  Great comfort food. I used whole wheat macaroni, low carb fat free milk and velveta shredded cheddar cheese to reduce the WW points.   4 servings (1 1/2 cups) 5 points  purple.  Can’t wait for my leftovers for lunch. 

  21. I followed the directions and ingredients but my cheese didn’t melt very well and settled on the bottom of the pan. Leftovers are clumpy with cheese. Any ideas on what went wrong?

    • I had the same problem.

    • I also had this issue and I have no idea why?

    • To avoid the separation and clumping of the cheese, you can make a cheese sauce in a separate sauce pan and then add that to the broth/broccoli mixture. To do this, you make a roux with the butter and flour, then slowly whisk in hot milk (i used fat free half-and-half). Once this has thickened and is bubbly, remove it from the heat and stir in the cheese. 

  22. I did not expect this recipe to be as good as it was! I cooked the pasta and soup separately and stored them in two separate containers, then combined them for reheating. Creamy, flavorful, and guilt-free!

  23. This soup had a lot of promise but I found that the finished product lacked a definite cheese flavor and did not have the thick texture I was expecting. The calorie count can’t be beat however.

  24. This soup was AMAZING! 

    I made the soup with the veggies the day before and let it sit in the fridge. The next day I warmed it up in the pot with an extra half cup of stock and another half cup of milk. I made fresh pasta to go with it and it was the best decision. I added the remaining ingredients and the soup still turned out amazing. 

    thank you for a recipe I am sure to repeat!

  25. This tasted so awesome!  I did use chickpea pasta and helps cut the carbs to 13 per serving.

  26. Have you tried using frozen broccoli?

  27. Can this be made in crockpot & how many hours 

  28. Can you use Velveeta cheese, instead of shredded cheese? 

  29. This was fantastic! I followed the recipe exactly and wouldn’t change a thing! Great comfort food on a cold day!

  30. Hi,
    Can this be made in the crock pot?

  31. My husband and I loved this recipe. We changed it a little for what we had on hand. So it was real cheese, and lowfat milk. I cooked the noodles in 2.5 C chicken broth, and kept them separate to use with leftovers. That keeps the noodles from breaking down. I would add more broccoli, as I felt that it cooks down to almost nothing, and it adds a great taste. Not many calories to broccoli, so you can add more and get more volume and vitamins for not much more “pricetag”. I didn’t feel like I needed the noodles, but my husband really liked having noodles in it. I’ll probably add a touch of turmeric to it next time to make the color more “mac ‘n cheese” looking. LOVED THIS! We’ll have it again. Fast and easy!!!

  32. This was fantastic! Whole family loved it. Will definitely make again – and double the recipe.

  33. Shredded or grated Parmesan cheese?

  34. Made for breakfast on this cold, snowy day. Fast and delicious. I’m working from the 10/28 meal plan. The shredded brussel sprouts salad and the classic egg salad are highly recommended (also included). Tonight’s plan is the chicken parm. Love the meal plans and the shopping list. Thanks for all you do for us!

  35. Take a bow, Gina, his was an absolutely delicious recipe! The only changes I made were using 2 chicken bouillon cubes instead of the salt and packaged 2% grated cheddar cheese. I also added the pasta to each bowl of soup instead of the pot as Katie suggested.

  36. This recipe was wonderful. Not the least bit disappointed. Thanks for sharing this! ❤️

  37. Thanks for another great recipe! I added the pasta to each bowl so that we could save the leftover soup and it worked very well. I can’t wait to have this for lunch today!

  38. Thanks for another tasty recipe! I didn’t have quite enough broccoli, and had chopped kale to use up, so added some kale as well. Very good, even with the slightly odd substitution.

  39. Very good but barely feeds a family of 4 (small portions).  I’d make a double recipe.

  40. Easy and delish- my kids rated this 5 stars!

  41. This is the best soup I’ve ever made. My husband wrinkled his nose when I showed him the recipe but he ate two bowls for supper and we ate the rest for lunch the next day, it was even better. I used unsweetened almond milk. I’ll make this again and again. Thank you.

    • Question- is this freezer friendly? Trying to pre make some healthy and hearty meals for post baby in a few and you are my go to for nearly every recipe that gets ‘added to the rotation’ in our family.  Thanks!

  42. Made this the other night for some friends who have a newborn! So easy to make and it was good!
    BTW, I was lazy and so used grated cheese and it was fine!

    QQ – how freezer-friendly is this (since it has milk)? Assuming we leave out the cheese and pasta until ready for serving/eating?

  43. I’ve made this so many times. One of my favorites for sure. My recommendation is to store the pasta separately so that it doesn’t get soggy with the leftovers. I make the soup minus the noodles, then I put the noodles in each bowl when I’m ready to serve. Store them separately in the fridge and then reheat together in the microwave, it makes the leftovers come out perfectly. 

  44. Absolutely delicious

  45. If you added two more cups of broth you could put the uncooked macaroni right away and let them cook with the broth and soak up the goodness while saving a step.

  46. This was surprisingly filling and so full of taste. I served it for supper tonight with company over and all said they would eat it again. Thank you.

  47. I doubled the recipe because I live with teenage boys. They loved it soooo much they ate it for breakfast the next day. It was more filling than I expected. Only change I made is to add some cauliflower with the broccoli. Yum!

  48. I cannot wait to make this soup!!! Thank you for always sharing such amazing recipes!

  49. Great additional tips (i.e., don’t use shredded cheese, serve right away). Love the term “gateway vegetable”!

  50. Gina, it sounds great, but I have a question about the cheese ingredient: “1 to 1/2 cups 2% sharp cheddar”–Does this mean 1 cup, 1/2 cup or 1-1/2 cups? Wouldn’t it make a big difference in the point count if you used 1-1/2 cups rather than 1 cup? Or is it supposed to be just 1/2 cup? Thanks for any help.

  51. Has anyone tried subbing with almond milk?

  52. I made this Sunday- kept the cooked broccoli ,pasta, grated cheese separate from broth, combine at each meal. I think soup is delicious, have eaten all week at lunch. My eating habits have much improved after HR recommended the Skinny taste site to be included in our wellness program . Thank you Gina!

  53. Does anyone have a suggestion on where to find 2% sharp cheddar that isn’t already grated?  Having a difficult time finding it in a grocery store in CO.

    • Cabot makes a 50% and 75% reduced fat cheddar block, that I’ve definitely found (and frozen and shipped to myself in the midwest), if that helps!! Kraft has a 2% block in most midwestern stores, but is more mild than Cabot.

    • I buy Cabot Vermont sharp cheddar, at ShopRite. 50% less fat. And grate it myself. 

  54. Tasted good but turned out very watery. A rare miss.

  55. Have you thought about adding chicken to this soup?  If I did, i believe it wouldn’t change the point value of doing the WW freestyle program…

  56. My husband and I really enjoyed this soup. I know it’s meant to be kid-friendly, but it’s definitely adult-friendly too 🙂

  57. Made this and loved it. I used broccliflower instead worked well.

  58. Gina! 
    Once again, a huge hit with my entire family!  They lick the bowls clean and beg me to make it every other day!

  59. Thank you, Gina!!!! This soup was awesome!! Better than I had anticipated even. My little one and husband gobbled it up. Will definitely make again!

  60. Flavorful & filling but not a very forgiving recipe. 1st the milk curdled then then cheese separated from the sauce.

  61. Sorry-usually love your recipes but this one was just so-so to us for some reason. Should have been good but just didn't do it. Not to be discouraged-trying the creamy lentil soup tonight and we love your buffalo chicken chili!

  62. Just cooked this recipe now and loved it! I consider your website my cookbook most times 🙂 I did also have problems with getting the cheese to melt. Any suggestions on avoiding this? I used Wegmans brand 2% sharp cheddar.

  63. This looks really yummy! Think I may make it for my family sometime this week! I love macaroni and cheese! <3

  64. I made this again tonight and ot waa delish! I didnt have as much broccoli as I thought so I chopped it really fine and then added spinach to finish it off. Just as good!

  65. I made this last night. My very picky 23-month old asked for seconds, and then thirds!

  66. This soup was so yummy thanks Gina

  67. I love this soup! I add tomatoes at the end with the broccoli. Yum! So filling. By the way.. where did you get those bowls?? so cute!

  68. This was delicious! It was a nice comfort food on one of those days where everyone was just a little bit under the weather. For the leftovers, I kept the pasta and soup separate, and mixed them together just before serving. Thanks for another winner, as usual!

  69. I made this on Sunday and it had great flavor. Unfortunately my soup seperated during the step where you cover and let broth cook for 10-15 minutes. This was before I added any cheese. Maybe next time I might skip this step or keep it uncovered, or just keep a closer eye on it! But I will try it again because it was great!!!

  70. Soup is really gorgeous. I made some changes, but it is still the best soup I've ever made

  71. I made this the other night and my husband absolutely loved loved loved it! He said it tasted like panera's broccoli&cheddar soup which is a high complement since he gets it everytime we go. thank you for all the great recipes!

  72. Thank you for posting these easy to make, but delicious recipes! As someone who doesn't have a lot of experience cooking, I like that your recipes are straight forward and enjoy seeing the pictures, too. I have tried just three recipes so far (all in the past week!), but will try many more. This soup was my husband's favorite. He has loved all the dishes I made this week from your site. He's like…who are you and what have you done with my wife!! 😉

  73. Yeah, this is the first disappointing recipe I have tried from Gina. I have made about 10 or so already and this one just didn't work out for me 🙁 All of the cheese stuck to the bottom of the pot even after continuous stirring and when I calculated my calories it came out to about 380 per cup(not as skinny as I had hoped). Also my soup had a very strong broccoli taste and I know it says it in the name! I was hoping it would have more of mac and cheese taste with some broccoli but it was all broccoli taste. I may try again with some modifications like adding cooked broccoli at the very end and using low fat american cheese for more of that mac and cheese taste. -Maddi

  74. Did anyone else have the problem of the cheese sticking to the ladle and then the next day all of it becoming weird gummy bits on the bottom of the pot? When I eat the soup I just pick them out.. urgh
    Next time I will make Angela's ohsheglows cheeze sauce as it will integrate into the soup much better but still give it the creamy effect of cheese.

    • Yes! This happened to me too. The taste of the soup was good, and I didn’t mind the thickness, but I’m not sure what happened with the cheese.

    • The soup needs to be off heat and slightly cooled before stirring in the cheese – if the liquid is too hot, the cheese curdles.

  75. Yum Yum Yummy!! The whole family enjoyed it!

  76. I made this today and it was delicious. Perfect for a rainy NY day. I will definitely make this again!!!

  77. Made this last night and it was amazing!!! I will definitely make it again

  78. Just finished dinner & this was sooo…good!! Added cauliflower w/the broccoli, a small amount of low sodium diced ham, a touch of smoked provolone & a pinch of cayenne. Thanks for the great recipe. Will definitely make again.

  79. Just made this again tonight. A huge hit with the husband and the 2 year old. I added some bell pepper to the veggie mix this time. 🙂

  80. This was amazing! I'm saving this in my binder of amazing recipes 🙂 Thank you for sharing!

  81. Picky Fiancee loooooved this. I cooked up some boneless chicken thighs and chopped them into little pieces and added. Perfect!

  82. I made this for dinner last night and it was a hit with the whole family! Even my 19 month old son couldn't get enough. My husband commented that he loved how the flavor "went through" the entire soup, unlike canned soup which can taste rather thin.

    I will be making this again! Thank you for the delicious recipe!

  83. Just discovered this! Made it as an after school snack and my daughter is on her second bowl.

  84. Love this! Easy to make and tasty! Thanks!

  85. Ooo!! I definitely want to try this, and this maybe a silly question but me being lactose intolerant, can I substitute the milk for almond milk, or what would be a better substitute?? Thanks!

  86. This soup is wonderful and tasty! My sister-in-law mentioned your site. I had to take a look because I am trying to get the family to eat a little healthier. Can't wait to try other yummy sounding recipes.

  87. I absolutely adore this soup. I made it today for lunch and even though I am no longer hungry after one cup of it, I can't wait to eat some more! I can sense this is going to become one of my favourite recipes. Well done!

  88. This was delicious!!! I'll admit I was shocked at how filling one serving was! My family loved it and my little guy who is a self proclaimed "not a soup guy" even loved it! I like one suggestion of pureeing the vegetables so I don't have to hear any little one's complaints; although I didn't do that this time I might next time around.

    All of your recipes so far have been winners in our home! I love that there are so many to choose from! I use your recipes to plan my week's menu and I know we are eating well but healthy at the same time. Thanks for your hard work!

  89. I have made this soup three times in the past 2 months – it is awesome! I love that it is easy to make, I have all the ingredients on hand, it is healthy and wonderful to make for a light dinner during a cold winter night. Thank you so much for your awesome recipes and pictures. My family thanks you too (more variety & great food)!

  90. I made this the other day, and it was SO good! Every age of the family really liked it, and it was definitely warm and fulfilling. Thanks for the great recipe!

  91. Wow, this soup is great. I made it tonight and all I did different was switch out the milk for low fat buttermilk (wanted to use it up). I found the recipe on pinterest and have been looking around your site and marking a bunch of recipes to try. Thank you!

  92. Love this recipe! It's looking delicious and I also like light meals. I would like to try this recipe on my coming weekend. Thanks for this recipe.

  93. Made this for the family Tuesday. They all turned their noses when they saw it. But they all LOVED it! I cooked the broc until very soft so that they could not pick it out (thanks for that suggestion), and I pureed the veggies. They asked that I make it again soon. I paired it with your bacon wrapped chicken bites. Thanks!!

  94. Made this last night for dinner! Thanks for the recipe, it was great! Even my husband loved it and took it today for lunch too!

  95. Made this yesterday for dinner. Amazing taste, quick and easy.

  96. So my cheese wouldn't integrate either. I did take it off the heat and stirred. Any suggestions?

  97. Loved this recipe! I was afraid it was going to taste like watery mac n' cheese but it was so flavorful!! I added a few slices of crumbled up bacon along with the broccoli just to get a little more protein in there. Took a leeeetle longer than I would have liked but it was worth the wait!

  98. I had to hide the leftovers from my husband! It was THAT good. Thanks Gina, you have done it again!

  99. Made this tonight and loved it! The whole family ate it, which pretty much never happens. I almost saved it for another night, because I realized I had accidentally used my chicken broth and was left with only beef broth. I couldn't quite wrap my head around how that would taste, but went ahead anyway. Am I ever glad I did…it had an almost French onion soup-type vibe (and I LOVE French onion soup!). I think I will make it this way again next time!

  100. I made this week and LOVED it! I am excited to try many more of your recipes! I love that you include the WW+ points!

  101. This was AWESOME. I did leave out the dry mustard and nutmeg (didn't have any) and it was still amazing. The first day it was watery like soup and the next day after sitting over night it thickened into an awesome mac and cheese texture. Either way this was good. And I used whole wheat elbows too. Delish!

  102. wow… yum… I am going to attempt to make this gluten free.. and personalize it to my picky eaters… found your blog over at Jen's blog and can't wait to browse more! 😉

  103. Broccoli and cheese is a great combo for a soup!

  104. This was easy to prepare and tasted amazing! My husband loved it, as well. We didn't have any celery on hand, but I added in some cauliflower, instead. We kept the pasta separate since we were going to have some leftovers and didn't want it to get mushy. The vegetables in it are so hearty, you really don't need that much pasta at all. We will definitely make again!

  105. This was so yummy! We left out the celery because I don't like it. I know it would add some calories but I think some ground beef would be awesome in here!

  106. Gina, this is the first recipe of yours I made and it is wonderful! Very easy and absolutely delicious. Thanks for the great recipes!

  107. Gina! I just made this… I didn't change a thing and it is DELICIOUS! Thank you so much for making all these wonderful recipes that are WW friendly!

  108. Made this a few nights ago. The only thing I didn't have was celery, so I just left it out. It was SO delicious and just as good the next day. Will definitely be making this again.

  109. Hi Gina,
    I just made this for lunch today and it was amazing!!!!! I subbed 2% velveeta for the cheddar as that is what I had on hand. I also added 1/4lb 96% ground beef but I got almost 7 servings so evened out. Thank you, thank you, thank you. This was perfect for the cold, rainy Pacific northwest day! Julie

  110. I made this last night. It was incredible!!! I wanted to bulk it up so I used twice the amount of broccoli and an extra two cups of vegetable broth, and it was plenty thick and creamy. I will definitely make this again!

  111. I have made many of your recipes and loved them.. This was not one of the ones we loved. Just OK. Well, win some lose some. Keep up the great work. I always look forward to your latest entries.

  112. Oh my goodness! I love Mac N Cheese but it's so often made with horrible processed stuff that I steer well clear of it! I'm making this sometime this week for definite!

  113. I made this for lunch today for my 13 month old and myself. I made a few changes based on what I had on hand, and my personal preference. I swapped the broccoli for cauliflower. I omitted the mustard seed and the nutmeg and added cayenne. I also swapped the flour for cornstarch.
    It was so delicious! I love meals that my toddler and I can enjoy together. He loved it too!

  114. Just made this for dinner… funny thing when you expect leftovers and there is none. I had to hide away a bowl to pack for my husbands lunch tomorrow! He's so excited. TY LOVE the site, it has become my go to site.

  115. Just made this for dinner tonite and it was amazing! I even got my picky 2 year old to eat it too! Love your recipes!!

  116. Wow, do those pictures not do the taste justice, i mean it is better even in taste than the gorgeous photos…hungry again, dang, gotta go make some more!! GREAT stuff. thanks


  117. I made this for the family tonight. The kids REALLY liked it, and that doesn't happen very often. Thank you for your wonderful website!!

  118. Will this freeze well? Looks very yummy!!

  119. Loved this! I used whole wheat fusilli noodles, which are my favorite. I also added some bell pepper, since I had some. It was delicious. I actually got a lot more than just 5 cups. I got almost 8.

  120. This looks really tasty from the great pictures and I think I will be trying it soon. Great way to get some healthy veggies into your kids without a fight!

  121. I'm really happy you all liked it! Be sure to take the soup off the heat before adding the cheese, otherwise it will curdle.

  122. Delicious, nutritious, pretty and tasty soup. Had no problems until I put lid on to cook for 10 minutes then it curdled a tad ~ might be that my stovetop does not go from hot to simmer quickly. Thanks from a soup lover ~ ir ia my winter staple. Blessings!

  123. I had leftovers and put pasta in separate container from the veggies/etc. reheat will be ok I think…if not will add some broth to make more liquid…

  124. This is going on my menu for next week. It looks delicious! I'm going to keep the pasta separate, since there's only two of us and I don't want the leftovers to have super-soggy pasta. Any idea about how much pasta goes into each serving in terms of cups? If not, no big deal, I'll just measure it after it's cooked and divide it up.

  125. Definitely an amazing soup! Very yummy, and well worth it. I think I ended up with 6 servings though! I figured I added more veggies but it was super yum. So i adjusted my points! Thanks for providing these recipes to stay on track to better health.

  126. I absolutely adored this when I made it, but since its just me I have a lot of left overs. I made a bunch of extra noodles and coated them with soup. I'm hoping all the soup will get sucked up by the noodles and I will have am amazing heat and go side for quick dinner nights.

  127. I added some shredded chicken and it was great…

  128. Just made this for dinner tonight..As usual GINA…wonderful and my hubby loved it.. Actually he loves most things I make because HE CANNOT COOK!!!

    Will email you my photo of your dish!

  129. Yummy! I just made this soup tonight and it was very good. I did have a problem getting the cheddar cheese to mix into the soup. It kind of made small clumps in the soup, but I still enjoyed it! I wonder if using pre-grated cheese was the cause?

  130. Oh I love ur photos…now I feel like mac and cheese soup with broccoli, hah 😀

    If ur interested, check out my new blog! I write about getting fit with great food and exercise, my goal is to look and feel amazing 🙂

  131. Made this last night for dinner and enjoying some for lunch today. It is sooo good! I agree it is a great way to get picky eaters to get their veggies! And perfect comfort food for the rainy weather we are having. 😉

  132. Do you think I could use whole wheat flour instead of all purpose flour?

  133. Classic comfort food….deslish. I love how broccoli soaks up the flavour too. It's my favourite veg for any 'saucy' dishes!

  134. Made this for dinner tonight. It was really good and filling! I used whole wheat elbow noodles and cooked the broccoli for a few extra minutes. Thanks for the recipe!


  135. That looks delicious! And your photographs are GORGEOUS! I can't wait to try this recipe! Thanks for sharing it!

  136. Made this tonight. I didn't have broccoli and was out of spinach but had frozen spinach so I used that. I used about 1/2-3/4 drained spinach and I really liked the flavor. I was also out of cheddar and used a shredded Mexican blend. I was not disappointed. This was sooo good. Thanks so much for all these recipes. I'm cooking more and more of them and haven't been disappointed yet. Way better than WW dishes,

  137. I feel like a stalker because I check your blog almost daily for new recipes! LOL This looks fantastic and I am definitely going to have to try it out this weekend. Soup sounds great, especially with all the snow we're getting here! 🙂 Keep up the awesome work, I send people all the time to check out your recipes because they rock. 🙂

  138. This is SUCH a great twist to typical, high-calorie, fat-laden mac and cheese. I will absolutely try this tomorrow or later on this week. I don't think I've ever been this excited about a recipe! It is just SO simple and I have all the ingredients on hand… for once!

  139. I am planning on trying this tonight! It looks amazing!!

  140. So glad yo all liked it. 🙂

    You could use any pasta, I like Smart Taste but whole wheat pasta (I'm not a fan) or low carb pasta such as Dreamfield's or even regular pasta would work.

    You can leave the mustard powder out if you wish.

    I don't think I would make this in the crock pot, it requires too much work over the stove.

    Jessie, Skinny Pioneer Woman, cute!

    Chicken tetrazzini, yeah that would be challenging!!!

    You could reheat leftovers for lunch, but I personally am picky with pasta in soups. I don't like how they get soft as they sit, I'm an al dente girl. That's just me, my daughter prefers it that way so I'm sure it's fine for most of you.

  141. I haven't made this specific recipe, but wanted to tell you I just found your site and LOVE it! I have been losing weight – about 15 pounds so far. It took a LONG time and during that long time I have been eating baked chicken breasts, brown rice and a salad … EVERY night for the last 3 months and let me tell you – It has gotten very boring. Now I can make creative appetizing dishes AND stay on my weight loss track! Plus my boyfriend loves it because whenever I used to make recipes out of the cookbook they usually didn't have pictures, so he couldn't visualize what he wanted. Now I can just open up my "recipe box" and he points to a picture and we make it! THANK YOU SO MUCH! 🙂

  142. This looks delicious! How does it hold up for leftovers? You said it needed to be served right away, so I'm guessing it's not as good if you eat it for lunch the next day?

  143. Would whole wheat pasta work or is there a reason you used the other kind?

  144. Love this soup Gina!

  145. Gina-I have to say, I love your site. So many great options. My husband has loved everything I have made of yours so far!
    For this recipe, Can I omit the dried mustard Or exchange it with something else?

  146. Hi Gina – I'm a huge fan of your blog and have been enjoying trying your recipes (doing the Salisbury Steak tomorrow night for a dinner party!). I just got a slow cooker and I wondered about adapting this recipe for that. Any thoughts on how that would work? Thanks again for all the great posts.

  147. Your site is really getting popular. I think you are going to be the Skinny Pioneer Woman! I haven't tried a recipe I didn't love from this site and the fact that they are man/kid friendly is an added treat. I want a cookbook!

  148. Can't wait to try this recipe…it sounds wonderful!!!

  149. Macaroni & cheese into a soup and broccoli??!!! Oh how I love your recipes GINA!! These are major favs of mine & I have to try. Thank you! 🙂

  150. Don't you love when you really want to make a recipe and realize that you have everything you need already??? YAY!!

  151. I made this tonight and it turned out great! Thanks for the awesome recipes!

  152. I love love your soups and all other recipes. They are so easy to make and healthy. Thank you! Any chance on trying to make a healthy chicken tetrazzini? My MIL makes the best one but I feel so quilty eating it . I can't imagine how much calories it has in it .

  153. I also love Ronzoni Smart Taste pasta, but it has become increasingly hard to find. I was wondering if anyone else was finding the same thing….

  154. Gina! This is delicious! I made it today right after you posted it and my almost-3-year old ate it for lunch and asked for the soup for dinner as well! I enjoyed it too. Thank you so much for your recipes!

  155. Oh my goodness! I would have never thought to make a mac n' cheese soup but I love this!

  156. Hi Gina,
    I have to give you some kudos. I am a food stylist and food blogger in chicago. We were on a shoot today and someone mentioned my blog…
    Next thing you knew we were talking about blogs. Your's came up in a very positive light. One of the art directors said she made a recipe of yours and she loved it.
    Now that is so cool I thought you should know.

  157. This looks great Gina! Thanks for sharing. 🙂

  158. Can I add ground turkey to this? If so, should I just brown it in a skillet and add it in? Thanks Gina, I cook exclusively from your blog.

  159. This looks delicious.

  160. It was a fun soup, if you like it cheesier, you could add more cheese to it and adjust the points. I didn't want to over cheese it, although… is that possible? Can you tell I like cheese!

    • Thanks, Gina, for all your creativity and hard work! Your recipes may actually help me lose some pounds and improve my health!!

  161. Definitely making this for dinner tonight!

  162. Such a creative spin on mac and cheese! Thanks for sharing!

  163. Yummy, yummy! Would be perfect for the cooler weather that has blown in recently… Some diced ham would be a nice addition!

  164. Man, I wish I had seen this post before I went to the grocery store to pick up the ingredients for the baked potato soup….guess we'll be having soup two nights in a row this week because this looks divine.

  165. Ohhh I love this flavor profile idea!! Way better than my 5 tons of cheese version 😛

  166. yum! yum! yum!

  167. Can't wait 2 make this and its totally allowed on my healthy meal plan that makes it even better!!!!!! Thanks for sharing ur recipes!

  168. This looks amazing!! I am so excited to try it!

  169. Very creative twist on mac and cheese – and I love it with broccoli!