Mushroom Shells and Cheese is the ultimate, easy to make comfort food dish!  Full of 3 types of gooey cheese, caramelized mushrooms, and spices for the perfect amount of flavor!

mushroom shells and cheese

Mushroom Shells and Cheese:

I like to think of this one as a grown up version of the boxed classic!  This is such a great comfort food dish for the cold weather months.  This mac along with a good Gnocchi Soup is getting me through the cold!  It also comes together fairly fast in about 30-40 minutes!  We use a roux here to make an ultra rich and creamy sauce without the need for heavy cream!  A true mac and cheese recipe, but this one is for the mushroom lovers!


  • Mushrooms:  I used sliced baby portabella mushrooms.
  • Butter:  I used salted.  You can also use unsalted and adjust salt to taste in the recipe.
  • Milk:  Any type of milk will work.  I used 2% regular cows milk because that’s what I had on hand!
  • Flour:  Just plain, all purpose flour to make the perfect roux!
  • Seasonings:  Garlic, oregano, onion powder, red pepper flakes and of course the usual salt and pepper.  I love this combination, you can add more or less to your own taste.
  • Cheeses:  A combination of sharp cheddar, parmesan and shredded provolone.  This flavor combo is absolutely perfect!  The flavor of the provolone cheese with the mushrooms can’t be beat!
  • Pasta:  I used medium shells for this recipe.  Don’t use large shells, but you could use macaroni noodles if that’s what you have on hand. You will need two (dry measure) cups for this recipe.

caramelized mushrooms for mushroom shells and cheese

Mushroom Shells & Cheese Recipe Notes:

  1. Once cooked, this recipe is good in the refrigerator in an airtight container for up to 4 days.  You can just reheat for a minute or so in the microwave or on low on the stove.  Because of all the dairy, this one doesn’t freeze the best.
  2. If you don’t have fresh garlic, you can use some garlic powder instead.  You can also add in fresh instead of dried oregano if you have some!  Or, you could add in any extra fresh herbs like basil.
  3. Remember that freshly grated cheese is a MUST for mac and cheese!  If you use bagged/pre-shredded cheese it tends to clump and not become smooth.  Use freshly grated off of a block for best results.
  4. If you don’t want to use 3 types of cheese, make sure you just use extra of the sharp cheddar and parmesan.  You can skip the provolone if you need too, but it does add great flavor!  You can also use Gruyere or Fontina in its place.
  5. Baby bella or other “brown” mushrooms are going to give you the best taste.  You can use plain white mushrooms, but keep in mind they just don’t have as much flavor.

pan of mushroom shells and cheese



5 from 8 votes

Mushroom Shells and Cheese

Mushroom  Shells and Cheese is the ultimate, easy to make comfort food dish!  Full of 3 types of gooey cheese, caramelized mushrooms, and spices for the perfect amount of flavor!
Prep 10 minutes
Cook 30 minutes
Total 40 minutes
Servings 4


  • 4 Tablespoons Butter Divided
  • 16 Ounces Sliced Mushrooms
  • 2 Cloves Garlic Minced
  • 1 teaspoon Onion Powder
  • 1 teaspoon Oregano
  • 1/4 teaspoon Red Pepper Flakes
  • Salt & Black Pepper to taste
  • 2 Tablespoons All Purpose Flour
  • 2 Cups Milk
  • 1 Cup Freshly Shredded Cheddar Cheese
  • 1/2 Cup Freshly Shredded Parmesan Cheese
  • 2 Cups Medium Shell Pasta Cooked according to package directions.
  • 1 Cup Shredded Provolone Cheese


  • Heat two Tablespoons of the butter in a large skillet over medium heat. Add the mushrooms and cook, stirring occasionally for 10 minutes. Remove the mushrooms to a plate and set aside.
  • Add the remaining butter to the pan along with the garlic, onion powder, oregano, red pepper flakes and a good pinch of salt and pepper to taste.
  • Sprinkle the flour over the garlic mixture and cook, whisking constantly for one minute.
  • Gradually pour in the milk, whisking constantly, simmering for one minute.
  • Remove the pan from the heat and add in the cheddar and parmesan a few handfuls at a time until melted. Stir in the cooked pasta shells.
  • Top the shells with the shredded provolone and the mushrooms. Cover the pan with a lid and allow the cheese to melt. Or, place in a preheated oven to 375 degrees until the cheese is melted for about 5-10 minutes.



NOTE:  I used medium shells, but small shells or another small pasta like macaroni will work in a pinch.
NOTE:  It is best to use FRESH shredded cheese off of a block for this recipe.  Pre-shredded/bagged cheese can clump together and not produce a smooth sauce.


Serving: 1.5Cups, Calories: 319kcal, Carbohydrates: 14g, Protein: 8g, Fat: 16g, Saturated Fat: 10g, Polyunsaturated Fat: 1g, Monounsaturated Fat: 4g, Trans Fat: 1g, Cholesterol: 42mg, Sodium: 161mg, Potassium: 549mg, Fiber: 2g, Sugar: 9g, Vitamin A: 593IU, Vitamin C: 3mg, Calcium: 158mg, Iron: 1mg

Nutrition information is automatically calculated, so should only be used as an approximation.

Additional Info

Course: Main Course
Cuisine: American
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Hey! Nice to meet you! I'm Nichole!

Welcome to The Salty Marshmallow! I'm a mom, animal lover, photographer, & kitchen mess-maker. Here you will find the result of my decades-long passion for chasing the best flavors in the kitchen, all meant to be cooked by regular people with busy lives just like you and me.

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  1. 5 stars
    I will be making this pasta. I love all the cheese you added and I am a total mushroom lover. Always looking for an easy comfort food dish.

  2. 5 stars
    This is the ultimate recipe for any family-friendly meal! Love this comforting dish and love that you included mushrooms..yum!