Baked Shells with Three Cheeses

Baked mac-and-cheese fans will find it hard to believe this cheesy, full-flavored dish is actually light.

Yield: 6 servings (serving size: 1/6 of casserole)
Recipe from Oxmoor House

More From Oxmoor House

Recipe Time

Cook Time:
Prep Time:
Other: 10 Minutes

Nutritional Information

Amount per serving
  • Calories: 291
  • Fat: 7.3g
  • Saturated fat: 4.4g
  • Protein: 17.4g
  • Carbohydrate: 38.7g
  • Cholesterol: 24mg
  • Iron: 1.5mg
  • Sodium: 602mg
  • Calories from fat: 23%
  • Fiber: 1.4g
  • Calcium: 392mg


  • 3 cups uncooked sea shell pasta
  • 1/3 cup fresh breadcrumbs
  • 1/4 cup (1 ounce) shredded Asiago cheese, divided
  • 2 1/2 cups 1% low-fat milk
  • 2 tablespoons all-purpose flour
  • 1 1/2 teaspoons butter
  • 1/2 teaspoon salt
  • 1/4 teaspoon pepper
  • 4 ounces light processed cheese, cubed (such as Velveeta Light)
  • 3/4 cup (3 ounces) shredded light Havarti cheese
  • Cooking spray


  1. Cook pasta in a Dutch oven according to package directions, omitting salt and fat.
  2. Preheat oven to 375°.
  3. Combine breadcrumbs and 1 tablespoon Asiago cheese. Set aside.
  4. Gradually whisk milk into flour in a medium saucepan until smooth; add butter, salt, and pepper. Bring to a boil over medium heat, whisking constantly. Add processed cheese, whisking until cheese melts. Remove from heat.
  5. Stir cheese sauce, Havarti cheese, and 3 tablespoons Asiago cheese into pasta until blended. Pour into a 2-quart oval casserole coated with cooking spray. Sprinkle with breadcrumb mixture.
  6. Bake at 375° for 30 minutes or until bubbly and golden. Let stand 10 minutes before serving.
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