Cheesy Meatballs & Shells Casserole
Prep time
Cook time
Total time
Serves: 4-6
  • 2 cups medium shells, uncooked
  • 1½ - 2 lbs small cooked meatballs (see NOTES)
  • 1 cup process cheese (like Velveeta) cubed
  • ½ sleeve buttery crackers, crushed (like Ritz)
  • 1 tbs butter, melted
  • Sauce:
  • ¼ cup flour
  • 2 tbs butter
  • 2 cups rich beef stock (see NOTES)
  • 1 can (10.75 oz) cream of mushroom soup (I use reduced sodium)
  1. Preheat oven to 350 degrees F. Spray a 1½-2 quart baking dish or casserole.
  2. Cook shells per package instructions.
  3. To make sauce: In a medium saucepan, melt the 2 tbs butter over medium heat. Stir in the flour making sure there are no lumps. Cook over medium heat until the flour/butter mixture bubbles.
  4. Gradually add the beef stock, stirring constantly so mixture remains smooth. Cook, stirring frequently over medium heat until mixture begins to thicken and bubble. Add the cubed process cheese and cook over low heat until cheese is melted; about 4-5 minutes.
  5. Place the mushroom soup in a large bowl. Gradually stir in the cheese sauce until well blended and smooth.
  6. Fold in the cooked shells and meatballs. Turn into prepared baking dish.
  7. Mix the 1 tbs melted butter with the crushed cracker crumbs; toss to coat. Sprinkle over top of casserole.
  8. Bake for 35-30 minutes or until heated through and crumbs are golden brown.
Link to my meatball recipe-->Favorite Meatballs

I use Better Than Bouillon mixed per jar directions as I find it has a great taste. Use whatever you like, but make sure it's a high-quality beef stock as the sauce depends on it's flavor.
Recipe by The Midnight Baker at