
When the macaroni goes into the pot, this soup starts turning into the kind of meal that needs no side dish. The pasta cooks right in the beefy tomato broth, and the cheddar goes in at the very end, making each spoonful cozy without turning the whole pot into a heavy sauce. That’s the balance I wanted from Cheesy Chili Mac Soup with Ground Beef: a familiar chili warmth, tender elbow macaroni, and enough broth to keep it unmistakably soup.
I use a 6-quart Dutch oven for the full six servings, so there’s room to brown the beef and vegetables before the broth goes in. Cooking the macaroni directly in the soup saves a separate pot and lets it take on the seasoned broth as it softens. The last-minute milk and cheddar bring everything together; the soup stays savory and tomato-forward, with a smooth, cheesy finish.

Kitchen Note
Give the finished soup its full five-minute rest before serving. That pause lets the broth settle around the macaroni, so the first ladleful doesn’t feel as loose as it did right off the heat.
Save this Cheesy Chili Mac Soup for a hearty bowl of beef, tender macaroni, and sharp cheddar in a tomato-chili broth.
Why the Macaroni Goes Straight Into the Chili Broth
This isn’t a pot of chili with cooked pasta stirred in at the end. The macaroni simmers in the beef broth, so it picks up the tomato and spice as it cooks, and the pasta’s starch gives the soup a little more body. That direct-cook approach also means the noodles keep releasing starch into the broth instead of carrying it away in a separate pot of cooking water.
The order matters because pasta needs a steady simmer to cook evenly. Get the soup boiling first, then add the elbows and let the pot settle back to a gentle simmer. Keep the pasta uncovered so the broth doesn’t lose its simmer under a lid, and stir now and then to keep elbows from sticking together. It’s a small distinction, but it’s what makes this bowl feel like one cohesive soup instead of broth, noodles, and toppings that never quite meet.
What the Beef, Cheddar, and Macaroni Bring to the Pot

- Ground beef — The 85% lean beef gives the broth a rounded, beefy base without making the pot overly greasy. Ground turkey works in the same amount for a lighter, milder result; use the same browning method.
- Onion, green bell pepper, and garlic — These build the savory base before any liquid goes in. Ordinary fresh produce is all you need, and a red bell pepper can replace the green one for a sweeter note.
- Tomato paste and dried spices — Tomato paste brings concentrated tomato flavor, while chili powder, cumin, and smoked paprika give the soup its chili-like warmth. Use tomato paste that smells sweet and tomatoey rather than metallic; if you’re out, there isn’t a direct swap that gives quite the same concentrated base.
- Diced tomatoes and kidney beans — Canned tomatoes and beans are a good fit here; there’s no need to seek out specialty brands. For a similar hearty texture, use a drained and rinsed can of black beans in place of the kidney beans.
- Elbow macaroni — The short shape is easy to eat from a soup spoon and cooks directly in the broth. Small shells can stand in at the same volume, but their timing may differ, so judge them by their texture rather than the clock alone.
- Whole milk and sharp cheddar — Whole milk softens the broth, and sharp cheddar keeps the finish distinctly cheesy. Monterey Jack can replace the cheddar for a milder taste; freshly shredded cheese tends to melt more smoothly than pre-shredded cheese.
Build the Soup in the Right Order for Tender Pasta and Smooth Cheese
Brown the Beef and Soften the Vegetables
Heat the olive oil in a 6-quart Dutch oven over medium-high heat, then add the ground beef, diced onion, and diced green bell pepper. Cook for 6–8 minutes, breaking the beef into small pieces as it browns. Look for softened vegetables and browned beef rather than large gray clumps. Keep the mixture moving enough to break up the meat, but let it sit briefly between stirs so it has a chance to brown.
Wake Up the Tomato Paste and Spices
Add the minced garlic, tomato paste, chili powder, cumin, smoked paprika, kosher salt, and black pepper. Stir for 1 minute, scraping the bottom of the pot as the paste darkens slightly and the spices turn fragrant. Don’t leave the garlic sitting against the hot pot; stirring keeps it from scorching while the tomato paste and seasonings coat the beef and vegetables. The mixture will look thick at this point, before the broth loosens it.
Bring the Broth to a Boil Before Adding Pasta
Stir in the diced tomatoes, beef broth, and drained, rinsed kidney beans, then bring the soup to a boil. Add the elbow macaroni and reduce the heat to maintain a simmer. Cook uncovered for 8–10 minutes, stirring occasionally, until the elbows are al dente. Start checking near the lower end of the time range; the noodles should be tender but still hold their shape, not split or turn mushy.
Finish with Milk and Cheddar off the Heat
Reduce the heat to low and stir in the whole milk. Take the pot off the heat before adding the cheddar, then stir it in gradually until melted. Adding the cheese while the soup is still over direct heat can make the finish less smooth, so let the residual warmth do the melting. Let the soup stand for 5 minutes before serving.
Two Easy Ways to Adapt This Chili Mac Soup
Make It Dairy-Free Without Losing the Chili Mac Feel
Replace the whole milk with unsweetened plain oat milk and use dairy-free cheddar shreds in place of the sharp cheddar. Add the cheese off the heat as you would the dairy version, stirring gradually; the broth will be less silky, and dairy-free shreds may not melt quite as completely.
Use Ground Turkey for a Lighter Bowl
Swap the ground beef for the same amount of ground turkey and brown it with the onion and bell pepper. Turkey has a milder taste, so the chili spices and tomato come through more clearly. Break it up as it cooks just as you would the beef.
Storage and Reheating
- Refrigerator: Store in an airtight container for 3–4 days. The macaroni will absorb more broth as it sits, so the soup will thicken.
- Freezer: Freeze in airtight containers for up to 3 months for best quality. The pasta may soften, and the milk-and-cheese broth may lose some of its smooth texture after thawing.
- Reheating: Warm gently on the stovetop, stirring often, until steaming throughout. If it’s too thick, loosen it with a splash of beef broth; high heat can make the cheesy broth less smooth.
Questions That Come Up When Making Chili Mac Soup

Cheesy Chili Mac Soup with Ground Beef
Ingredients
Equipment
Method
- Heat the olive oil in a 6-quart Dutch oven over medium-high heat. Add the ground beef, onion, and bell pepper; cook for 6–8 minutes, breaking up the beef, until browned and the vegetables have softened.
- Add the garlic, tomato paste, chili powder, cumin, smoked paprika, salt, and black pepper; cook, stirring, for 1 minute.
- Stir in the diced tomatoes, beef broth, and kidney beans; bring the soup to a boil.
- Stir in the elbow macaroni, reduce the heat to maintain a simmer, and cook uncovered for 8–10 minutes, stirring occasionally, until the pasta is al dente.
- Reduce the heat to low and stir in the milk.
- Remove the pot from the heat and gradually stir in the cheddar until melted.
- Let the soup stand for 5 minutes before serving.