Three-Cheese Mac and Cheese with Shrimp

Always loved Mac ‘n Cheese… always have… always will. I’m really happy with how this Three-Cheese Mac ‘n Cheese with Shrimp turned out!!! It’s super creamy, and has the added treat of lightly marinated shrimp.

This recipe came about because of two experiences; one yucky, and one delicious. First, the yucky experience. Not long ago, I ordered Shrimp, Macaroni ‘n Cheese at a local chain restaurant. I usually enjoy their food but not this time. The Shrimp, Macaroni ‘n Cheese was so nasty that I couldn’t even eat it. It was a gooey mess that tasted like it’d been made with wallpaper paste. (The waitress saw my still-full plate and didn’t charge me for the meal. Of course, I still had my “bar bill” !)

Now, on to the “yummy” experience. This past October some good friends invited me over for drinks and a fire. Although I hadn’t expected a meal, my friend Sue cooked up a bunch of great dishes – my absolute favorite was her Three-Cheese Mac ‘n Cheese. When I asked her how she made it, she dug into her trash and pulled out the recipe, posted on our local supermarket’s (Big Y) bag of Mac & Cheese Blend. So, that’s the recipe I used as the basis for my Three-Cheese Mac ‘n Cheese with Shrimp. I love the addition of the marinated shrimp ’cause I’m a great believer that even a good thing can always be made better.

When you see the ingredients, you’re gonna think, “Heart Attack on a Plate”! Don’t let the ingredients scare you – it’s super rich, so you don’t need to eat a lot. And it’s great for guests – I know ’cause I’ve served it to guests and they loved it – and that was before I got the idea of adding the marinated shrimp.  Enjoy!!

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I feel I should warn you…. this makes A LOT … and it’s so rich that a bit goes a long way. This recipe is great for a family – or a crowd, so if you don’t need a HUGE amount, then divide the recipe in half !!

Oven at 350 F          Use at 10″ x 13″ casserole        Cook for about 25 minutes


  • 16 oz. bag of medium-to-large PRECOOKED shrimp (I buy frozen.)
  • 2 tsp. Italian Dressing
  • 1 tsp. Worcestershire sauce
  • 16 oz. box of elbow macaroni – MINUS ONE CUP OF UNCOOKED MACARONI !!!
  • 6 Tbs. butter (3/4’s of a stick of butter)
  • 4 Tbs  flour
  • 1 1/2 cups whole milk
  • 3/4 cup light cream
  • 1 cup sour cream
  • 1 1/2 cups shredded Sharp Cheddar Cheese (Purchase an 8 oz bag)
  • 1/4 cups shredded Swiss Cheese
  • 1 1/4 cups cut-up American Cheese (I don’t think they sell it shredded. Just ask the deli for about 1/2 pound, and then cut it up to equal 1 1/4 cups.)
  • 1/2 tsp. garlic salt with parsley
  • 3/4 tsp. salt
  • 1 cup shredded Sharp Cheddar Cheese (The rest of the 8 oz. bag.)
  • 1 cup “smashed up” butter crackers…. such as Ritz

If, like me, you buy frozen precooked shrimp, make sure you allow the shrimp to drain in a colander for a while to remove any excess liquid. If the shrimp have tails, cut them off, then cut the shrimp into 2’s or 3’s, depending upon the size of the shrimp.(Shrimps for my European friends!) Place the shrimp in a medium-sized bowl, and mix in 2 tsp. Italian Dressing and 1 tsp. Worcestershire sauce – set shrimp aside.

Cook the elbow macaroni (minus the 1 cup) according to the package directions. While macaroni is cooking, start making the sauce. In a medium-sized pan, over medium heat, melt 6 Tbs. butter. Once butter is melted, add 4 Tbs. flour, and stir with a whisk (or spoon) until well-blended. (Mixture will be frothy.) Continue to cook, stirring, for another minute. Slowly add 1 1/2 cups whole milk and 3/4 cup light cream. Continue cooking and stirring for about three minutes – mixture will be slightly thickened.

Add 1 cup sour cream and mix until thoroughly blended, then add the Cheddar, Swiss and American cheeses. Remove from the heat. The sauce and cheese mixture is probably gonna look pretty thick and globby at this point – but that’s what you want. Add 1/2 tsp. garlic salt with parsley and 3/4 tsp. salt. If your pan is large enough, stir in the shrimp, but you’re gonna need a large bowl in order to mix the sauce & shrimp mixture with the macaroni.

Pour cheese sauce/shrimp/macaroni mixture into a large casserole. Sprinkle on 1 cup of shredded sharp cheddar cheese – which should finish the 8 oz. bag. Sprinkle 1 cup “smashed up” butter crackers over the cheese. (An easy way to break up the crackers is to put a bit more than half-a-sleeve into a gallon storage bag, then “smash” the crackers with your hand, a can or the side of a hammer.)

Cook in a 350 F oven for about 25 minutes – or until the edges of the casserole are slightly bubbly……… I think a nice baby spinach salad with sliced apples, walnuts, thinly sliced Bermuda onion and mushrooms would be great with this.   Enjoy!

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My Yellow Farmhouse - Cooking with Love!

Sure, it's necessary to eat to survive - but that's not any fun!! The fun comes from cooking, serving and eating with lots of love, I began this blog to share some of the delicious recipes I've gathered over the years. Thanks for dropping by & sharing the love!

18 thoughts on “Three-Cheese Mac and Cheese with Shrimp

  1. OMG….perfect!!! My only problem is with the fact that theres waaayyyyyy too much if it!! I have no idea how im not gonna waste alot of it…of course ill be having it for lunch tomorrow. Alex is a light eater. We barely dented the amt in the casserole dish. But other than that….simple to follow directions (which i need) and yimmy! Mine looked just like the picture minus the shrimp!! Thanks cecile!!!


    1. You’re so right…. there’s waaay too much of it. It’s great for a crowd… I should, actually, post the fact that it makes TONS on my blog. I’m glad to hear, though, that it came out well and that you liked it – and… that my directions were good !!


  2. I have my mac and cheese in the oven!! Looks delicious! Cant wait to try it!!! But i forgot to add the ham that i planned to substitute for the shrimp. Realized it after the crumbs were on top! Guess it will have to be on the side. It was so simple to put together. Im sure it will be as delicious as it looks!!!


    1. I love your idea of making some without shrimp – and some with shrimp!! Actually, I think one of my sons is gonna do the same thing ’cause his children may not like the shrimp. This recipe makes a lot – and it’s very rich. Please let me know if you like it – and I welcome any and all comments!!!


  3. I was the same way… thinking, “I’ve got enough going on… I don’t need to join Pinterest”. But – I’m glad I did. You have lots of followers for your blog, where I’ve just started – but it’s another way to connect to people to make them familiar with your blog! And, through Pinerest, you find lots of craft ideas etc. etc. etc. I found lots of things that inspired me as I was redoing my kitchen!!


    1. Thanks for your lovely comments!! I DID see that you had posted a Mac and Cheese recipe – just before mine. I was thinking, “Oh oh, she’s gonna think I’m being a copy cat!” Actually – I just think that great minds think a like! You know, one of my sons had just told his wife they should make mac and cheese – then today they saw my recipe. (They’re not gonna put in the shrimp ’cause the kids won’t like it.) I think, perhaps, we’re all in a Comfort Food frame of mind. I’m gonna go take a peek at that shrimp recipe you posted recently!!!


      1. Ha ha I didn’t think that at all…you can never have too many Mac n cheese recipes 🙂 it is a lovely comfort food and the weather is chilly here now so we need all the comfort we can get


    1. Sunny – I’m so glad that I found your blog! I love your recipes, not to mention the way you write about and photograph the food!! Norwegian Fish Gratin sounds delicious!! I’d love to try to make it!!


  4. I think this recipe looks amazing!! Im buried in with all this snow right now but plan to make this soon. Possibly tomorrow….alex is new to the whole seafood thing and not very experimental with food even though hes 16. I think i will make this recipe but before adding the shrimp i will seperate the cheese mixture into 2 separate casseroles and in one add the shrimp and in one add ham chunks!! This way i get to try both and know alex will eat what i make!!


    1. Thanks Tina – I love your ideas!! I think this recipe would be super-delicious made with ham. And… you know how I love to “entertain” – I could make one with shrimp an one with ham, which would make everyone happy!! Let me know how you like it – and if Alex tries it with the shrimp!!


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