Homemade Bacon Shells and Cheese

This is what boxed mac and cheese wishes it could be – creamy, loaded with actual bacon, and ready in 30 minutes. I use Velveeta because it melts perfectly and doesn’t get grainy like some other cheeses.

June Arthurs
January 22, 2026
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Ingredients (~6 servings)

  • 12 oz medium shells pasta
  • 4 strips bacon, diced
  • 1/2 yellow onion, diced
  • 6 oz canned diced green chilies
  • 1 jalapeño, diced
  • 1/2 tsp paprika
  • 1/2 tsp garlic powder
  • 2 cups half and half
  • 12 oz Velveeta, cubed
  • 1/2 cup pasta water

Cook the Pasta and Get Your Bacon Started

Bring a pot of salted water to a boil and add the shells. Cook to al dente according to package directions – usually ~8-10 minutes.

While the water is heating up, add the diced bacon to a large skillet or braiser over low heat. Cook until crispy and the fat has rendered out, ~6-8 minutes.

The bacon should be deeply browned and crunchy when you press into it.

Use a slotted spoon to transfer the bacon to a small bowl; leave the fat in the pan.

Reserve Pasta Water and Drain

Before you drain the pasta, scoop out 1/2 cup of the starchy pasta water and set it aside.

This helps bind the sauce to the shells later.

Drain the pasta and set aside.

Sauté the Aromatics in the Bacon Fat

Add the diced onion, green chilies, jalapeño, paprika, and garlic powder to the skillet with the bacon fat.

Increase heat to medium and sauté for ~3-4 minutes until the onions are soft and translucent.

The chilies will release some moisture at first but it’ll cook off.

Build the Cheese Sauce

Pour in the half and half and stir well to combine with the aromatics.

Bring to a very gentle simmer – you’ll see small bubbles around the edges but not a rolling boil.

Reduce the heat to low and stir in the cubed Velveeta until completely melted and smooth.

The sauce should coat the back of a spoon at this point.

Combine Everything and Finish

Add the cooked pasta, reserved pasta water, and crispy bacon to the skillet.

Stir until every shell is coated in the sauce and cook for ~3-4 minutes until the sauce thickens up.

The pasta water helps everything stick together and creates that creamy coating.

Serve hot while the cheese is still silky.

Homemade Bacon Shells and Cheese

This is what boxed mac and cheese wishes it could be – creamy, loaded with actual bacon, and ready in 30 minutes. I use Velveeta because it melts perfectly and doesn’t get grainy like some other cheeses.
prep time15 minutes
cook time25 minutes
total time40 minutes
Print Recipe

Ingredients

Ingredients (~6 servings)

  • 12 oz medium shells pasta
  • 4 strips bacon, diced
  • 1/2 yellow onion, diced
  • 6 oz canned diced green chilies
  • 1 jalapeño, diced
  • 1/2 tsp paprika
  • 1/2 tsp garlic powder
  • 2 cups half and half
  • 12 oz Velveeta, cubed
  • 1/2 cup pasta water

Instructions

  • Boil salted water and cook pasta shells al dente for 8-10 minutes.
  • Crisp bacon in skillet over low heat for 6-8 minutes; remove bacon, keep fat.
  • Reserve 1/2 cup pasta water before draining pasta.
  • Sauté onion, green chilies, jalapeño, paprika, and garlic powder in bacon fat for 3-4 minutes.
  • Add half and half, simmer gently.
  • Stir in Velveeta until melted and smooth.
  • Add pasta, reserved pasta water, and bacon to skillet.
  • Cook 3-4 minutes until sauce thickens.
  • Serve immediately.

Notes

Use low heat to prevent sauce from breaking. Stir frequently.