
One Pot Cheesy Beef and Shells is the ultimate comfort dinner when you want something creamy cheesy and deeply satisfying without a mountain of dishes. This dish brings together rich ground beef tender pasta shells and a velvety cheese sauce in one pot which makes cleanup a breeze. From busy weeknights to lazy Sundays this is my go to when I need a quick crowd pleasing meal that always gets scraped clean from the pot.
I first made this on a rainy evening when I had little time and even less energy. My family instantly declared it a new favorite and now it is a regular rotation dish whenever we want cozy food with almost zero hassle.
Ingredients
- Lean ground beef about one pound The backbone of the dish look for beef with little fat for the sauce to stay creamy instead of greasy
- Medium onion half chopped Adds sweetness and depth slice finely for even cooking
- Tomato paste about two tablespoons Brings rich umami and bold color buy double concentrated for best flavor
- Garlic powder one teaspoon Gives mellow savoriness and goes in evenly through the pot
- Paprika one teaspoon For a smoky hint use smoked paprika if you love more depth
- Italian seasoning one teaspoon Adds herbs for a savory note choose a blend with oregano and basil as main herbs
- Beef broth two cups Builds a meaty base use low sodium to control salt
- Heavy or whipping cream one cup Makes the sauce luxurious creamy and coats the pasta well always use cold cream
- Worcestershire sauce about half a tablespoon Lends a tangy savory punch pick a good quality bottle for best result
- Medium pasta shells two cups uncooked Perfect shape to catch cheesy sauce pick ones that hold their shape after cooking
- Velveeta cheese about eight ounces cubed Melts smoothly without graininess chop into small cubes for quick melting
- Salt and pepper to taste Essential to balance all flavors add at the end for best effect
Instructions
- Sauté the Beef and Onion
- Add the beef and chopped onions into your Dutch oven or soup pot. Cook over medium high heat for seven to ten minutes. Make sure to break up the beef with your spoon as it cooks. Continue sautéing until the meat is browned and onions look soft. Spoon away any excess fat so the finished sauce is not oily.
- Bloom the Seasonings
- Stir in the tomato paste garlic powder paprika and Italian seasoning. Keep stirring around the pot for about one minute. This quick blooming step helps release aroma and allows the tomato paste to caramelize and deepen the flavor of the sauce.
- Combine the Liquids and Cook Pasta
- Pour in the beef broth heavy cream and Worcestershire sauce. Increase the heat to high so everything begins to bubble. As soon as the mixture is boiling stir in the uncooked pasta shells. Give everything a good stir to submerge the shells.
- Simmer to Perfection
- Reduce the heat to medium so the pot stays at a gentle rapid simmer. Leave uncovered and let the pasta cook in the sauce for around twelve to thirteen minutes. Stir every couple of minutes so nothing sticks and to ensure all the shells cook evenly. The sauce will get creamier as the pasta releases starch and most of the liquid absorbs.
- Finish With Cheese
- When the shells are cooked to tender and the liquid has thickened stir in the cubed Velveeta cheese. Keep stirring until it is completely melted and creates a glossy cheesy sauce. Take the pot off the heat once creamy and taste. Season with salt and pepper as needed. Let sit for a couple minutes so everything thickens or serve right away while bubbling hot.

The Velveeta cheese is my secret weapon for this recipe. It melts so smoothly into the sauce making everything extra silky and nostalgic. The first time I made this my toddler actually clapped after her first bite which always makes me smile.
Storage Tips
Let any leftovers cool fully before storing. Scoop into airtight containers and refrigerate for up to three days. When reheating add a splash of milk or cream to loosen up the sauce since pasta will soak up liquid as it sits. Freezing is possible but the texture is creamier if enjoyed fresh.
Ingredient Substitutions
Ground turkey or chicken can be used in place of beef for a lighter take. If you need to avoid Velveeta try small cubes of a mild melting cheese like Monterey Jack or even mozzarella though the sauce may be less silky. Whole milk works as a substitute for cream but for the richest texture stick with heavy cream.
Serving Suggestions
Pair with a crisp green salad dressed simply in vinaigrette to balance out the richness. A side of steamed broccoli or green beans is great to round out the meal. I like to serve it piping hot with extra black pepper and a sprinkle of fresh parsley for color.
Cultural Context
This dish is a playful mashup of American cheeseburger flavors with the nostalgia of classic pasta casseroles. Inspired by quick skillet meals from the eighties and nineties it is the type of food kids beg for and adults secretly love. It borrows the gooey cheese sauce found in macaroni and cheese but beefs it up for a full meal.

One pot, one bowl, and a bubbling cheesy beefy dish—this dinner is as easy as it is comforting. Make it once for your family and it will disappear from the table every time.
Frequently Asked Questions
- → What type of pasta should I use?
Medium pasta shells work best to hold the creamy sauce, but other small shapes such as elbow macaroni or rotini can be substituted.
- → Can I make this with ground turkey?
Yes, ground turkey can be used instead of beef for a lighter option, though the flavor will differ slightly.
- → How can I add more vegetables?
Try mixing in chopped bell peppers, spinach, or peas after browning the beef for added color and nutrients.
- → Can leftovers be reheated?
Absolutely. Reheat on the stovetop with a splash of cream or broth to restore creaminess to the sauce.
- → Is it possible to make this gluten-free?
Simply substitute gluten-free pasta shells to make the meal suitable for gluten intolerances.