Shells and Cheese with Browned Butter and Swiss Chard



Recently, it’s come to my attention that I led an extremely deprived childhood. I recently learned that for some families, macaroni and cheese (or shells and cheese) was a Thanksgiving dinner staple.

Oh, relax. I kid. It’s not like I starved – especially on Thanksgiving – and it’s actually a very good thing that there was no macaroni and cheese at Thanksgiving because if there had been, I’m quite certain none of the other side dishes would be eaten.

Well…maybe they would…by me…standing in front of the refrigerator four hours after declaring I was too full to ever eat again. I’m predictable like that.

When I cook Thanksgiving dinner, as I am this year at my mom’s house, part of me thinks that everyday dishes should be saved for other days, like non-holidays.  Another part of me realizes that we can have stuffing, mashed potatoes and homemade cranberry sauce on any day of the year, so why bother saving it for the fourth Thursday in November?

Existentialism aside, I see no reason to fill up on stick-to-your-ribs side dishes like shells and cheese on days when your focus is elsewhere – like on can-I-have-the-piece-of-sweet-potato-casserole-with-extra-marshmallows, please?

A recipe like this should be saved for a day when you can properly enjoy – and digest it. I promise, it’s worth waiting.

If you are on Team Macaroni and Cheese on Thanksgiving, throw some winter greens in there for good measure. I like Swiss chard because it’s a little less bitter than kale but packs a little more color and flavor than spinach.

Like many macaroni and cheese recipes, this starts with a roux, only unlike other recipes, you’ll actually want to brown the butter when it begins to melt. Those little brown bits that stick to the pan? Not a sign that you’re an awful cook, but extra flavor. Go with it.

Shells and Cheese with Browned Butter and Swiss Chard
Recipe type: Worknight Dinners, Cooking for a Crowd
Prep time: 
Cook time: 
Total time: 
Serves: 4-6 servings
  • 16 ounces (1 pound uncooked) pasta shells
  • 3 tablespoons butter
  • 2 tablespoons all-purpose flour
  • ½ tsp salt
  • Dash of pepper
  • 2 cups low-fat or skim milk
  • 2 cups shredded mozzarella cheese
  • 4 ounces soft goat cheese (chevre)
  • 1 bunch (about four cups shredded) red Swiss chard
  1. Preheat the oven to 350 degrees F. Prepare pasta according to package directions. In an oven-safe pan or French oven, melt butter over medium-high heat. Cook until butter begins to brown (and enjoy the aroma in your kitchen), stirring regularly. If you notice little brown bits in your butter, continue to stir; they will add flavor to your sauce later. Add 2 tablespoons flour and mix to form a roux. Add salt and pepper.
  2. Add milk to your roux, stirring constantly. Let cook over high heat until sauce thickens. Add mozzarella, then goat cheese, and stir until cheese is melted and thick and the sauce is bubbly. Mix the cooked macaroni into the pot and add the chard. Stir until combined and the chard begins to wilt.
  3. Bake in 350 degree F oven for 25 to 30 minutes or until cheese bubbles and begins to brown on top.
  4. Note: If you don't have an oven-safe pot or pan, use a regular stockpot and transfer the mixture to a buttered glass baking dish after incorporating the chard.

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  • Reply
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    April 23, 2013 at 11:50 pm

    […] to cook for one. I have no problem cooking only for myself when I’m making something like browned butter shells and cheese, where I eat one or four servings and freeze the rest. I also have no problem cooking for one when […]

  • Reply
    Lauren at Keep It Sweet
    November 20, 2011 at 8:00 am

    I actually never had mac n cheese at thanksgiving either, but now you have given me a huge craving for that. I might need to make these very soon!

  • Reply
    November 19, 2011 at 12:06 pm

    You simply must make up for all those missed mac opportunities as an adult! This is a great start!

  • Reply
    November 17, 2011 at 10:03 pm

    I’ve never understood macaroni and cheese as a side. It’s like you’re having one meal as an accessory to another meal. I’m definitely on team “enjoy it in its own right.”

  • Reply
    November 17, 2011 at 11:38 am

    This looks great! And I rarely ever had mac n’ cheese at home, much less on special holidays, if it makes you feel better haha.

  • Reply
    Rachel @ Not Rachael Ray
    November 17, 2011 at 10:33 am

    Loving this! Looks divine.

  • Reply
    November 17, 2011 at 8:02 am

    You had me at brown butter. This looks delicious and perfect for these cold temperatures!

  • Reply
    Nutmeg Nanny
    November 16, 2011 at 10:01 pm

    This is one divine looking mac and cheese! The addition of brown butter is making me fall in love…yum!

  • Reply
    lynn @ the actor's diet
    November 16, 2011 at 9:05 pm

    yum! i love a pasta with some green.

  • Reply
    November 16, 2011 at 8:52 pm

    So creamy and good! Wow. I made lobster and scallop mac n cheese the other night and now I’m wishing I would have browned that butter. Great idea on your part, as usual 🙂

  • Reply
    November 16, 2011 at 5:31 pm

    Yummy! And I love the addition of the chard. We never had mac and cheese on Thanksgiving, but it’s our Xmas Eve staple. 🙂

  • Reply
    Sarah Caron
    November 16, 2011 at 2:34 pm

    I don’t do mac and cheese for Thanksgiving, but this looks like something that would be awesome for anytime. Like now. Love the idea of using browned butter in the roux.

  • Reply
    November 16, 2011 at 11:53 am

    We never did either. We had more of the standard sides – stuffing, potatoes & gravy, cranberry jelly, sweet potatoes with marshmallows, etc. I’d love to make it for mine but we go so traditional I think people would wonder what was up with the mac & cheese.

  • Reply
    Bev Weidner
    November 16, 2011 at 10:19 am


  • Reply
    Alana D
    November 16, 2011 at 9:53 am

    Girl it wasnt a holiday if we didnt have mac&cheese! great recipe.

  • Reply
    November 16, 2011 at 8:46 am

    The depth of flavour added to one of my ultimate comfort foods is worth coming out of hibernation for.

  • Reply
    Kitchen Belleicious
    November 16, 2011 at 8:23 am

    And now I am in love! In love with this pasta and the idea of swiss chard with it- genius and so creative. I can taste it now or wish I could taste it now:)

  • Reply
    amy @ fearless homemaker
    November 16, 2011 at 8:15 am

    we never ate mac + cheese on thanksgiving, but we did eat it on lots of other occasions. this version looks absolutely delicious – you can’t go wrong with browned butter, + local/seasonal swiss chard would add a great layer of flavor + texture. nom!

  • Reply
    alyssa - fashion fitness foodie
    November 16, 2011 at 8:00 am

    is there anything better than browned butter on pasta? i think notttt.

  • Reply
    November 16, 2011 at 7:43 am

    What a great way to enjoy mac and cheese and still get some veggie goodness. No mac and cheese on our Thanksgiving table either but it would be great for those families that make ham instead of turkey. Sounds delicious!

  • Reply
    November 16, 2011 at 7:28 am

    delicious. Sadly we don’t celebrate thanksgiving here, but I need no excuse to enjoy something as delicious looking as this macaroni recipe, I love the greens in there too.

  • Reply
    November 16, 2011 at 7:25 am

    This looks delicious. Mac and cheese is not a staple on Thanksgiving for us, but I’d have no problem with that changing 🙂

  • Reply
    Heather @girlichef
    November 16, 2011 at 6:39 am

    We didn’t grow up having Mac & Cheese at Thanksgiving dinner either…HOWEVER…when my youngest sister discovered cooking, she fell in love with Southern food and added mac & cheese and greens to our annual meal. So, as of about 5 years ago, it’s become a tradition with us =) This version sounds awesome!

  • Reply
    A Plum By Any Other Name
    November 16, 2011 at 6:29 am

    Love the addition of swiss chard. I am so going to brown butter town. And I don’t know if I’m coming back. 😉

  • Reply
    Simply Life
    November 16, 2011 at 6:23 am

    mmm…this looks perfect any time of year!

  • Reply
    Julie @ Willow Bird Baking
    November 16, 2011 at 5:32 am

    Oh, I’m on Team Macaroni ANYTIME! 😉 This looks amazing!

  • Reply
    November 16, 2011 at 4:04 am

    Personally, I love macaroni and cheese as a dish in itself especially at this time of year. I always try to throw in a few veggies when I make it but I haven’t tried swiss chard in it before; it sounds delicious!

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