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5 from 11 votes

Vegetable Macaroni and Cheese

This is one fresh and creamy mac and cheese with delicious vegetables that add wonderful taste and texture. 
Prep Time10 mins
Cook Time20 mins
Total Time30 mins
Course: Side Dish
Cuisine: American
Keyword: cheese, pasta, vegetables
Servings: 6 people
Calories: 450kcal
Author: Sally Humeniuk


Macaroni and cheese

  • 2 cups large elbow macaroni
  • 4 tbsp butter
  • 4 tbsp all-purpose flour
  • 2 ½ cups milk, whole fat or low fat, slightly warmed
  • ½ cup fontina cheese, shredded (about 4 oz.)
  • ½ cup Swiss cheese, shredded
  • ½ cup sharp cheddar cheese, shredded
  • 2 tbxp Parmesan cheese, freshly shredded
  • ¼ tsp cayenne pepper
  • Salt and freshly ground black pepper
  • ½ cup frozen peas (or fresh)
  • ½ cup asparagus tips, cut into 1" pieces, more if desired
  • ½ cup fresh basil, finely chopped, plus more for serving
  • ¾ cup mozzarella balls, called pearls or ciliegine, cut in half, divided


  • ¼ cup panko breadcrumbs
  • ½ cup Parmesan cheese, freshly grated
  • ¼ tsp cayenne pepper


  • Preheat the oven to 375F degrees. Bring a medium pot of salted water to a boil. Add the noodles and cook until just al dente (about 6 minutes), according to package directions. Drain and set aside.
  • Meanwhile, heat the butter in a saucepan over medium heat. Add the flour and cook to make a golden brown paste, stirring often. Gently whisk in the milk and cook, stirring until the milk thickens, about 5 minutes. Stir in the fontina, Swiss cheese, and 2 tablespoons of Parmesan, until melted. Add the ¼ teaspoon cayenne pepper, about ½ to 1 teaspoon of salt, and freshly ground pepper to taste.
  • In a large bowl, toss together the cooked noodles, cheese sauce, peas and asparagus. Stir until the noodles and vegetables are coated. Stir in the basil and ½ cup of the mozzarella balls. Place in a 9x9-inch baking dish. Then sprinkle the remaining ¼ cup mozzarella balls over the top.
  • Mix together the breadcrumbs, Parmesan cheese, and another ¼ teaspoon cayenne pepper. Bake for 20 minutes or until hot and bubbly. Remove from oven and let set for 5 minutes for the sauce to thicken back up before serving.


  • After the 20 minutes of baking- Even though the mac and cheese is ready to go after 20 minutes in the oven, here's a tip for increasing the flavor and gooey richness even more. If you have time, after the 20 minutes in the 375F degree oven, turn the temperature down to 200F degrees, cover the baking dish tightly with foil and let the dish stay in the oven for at least an extra 30 minutes, and if you have A LOT of time, turn the oven to 185F degrees, cover the dish and let it sit in the oven for another hour. This makes all the flavors just continue to seep into the noodles and become even more delicious.

Make Ahead:

  • You can also make the mac and cheese and don't top it with the panko Parmesan mixture yet, but cover the dish with foil and refrigerate overnight. Then add the topping just before baking and bake for 25 minutes in 375F degree oven.


  1. Large elbow macaroni noodles are pretty and hold lots of cheese in them but if you can only find regular macaroni noodles, they work fine, as do small shells macaroni.
  2. For the cheeses, fontina and the mozzarella balls are very important. If you don't have or don't want to use Swiss and cheddar, feel free to use what you like or have onhand. The sharper the cheese, however, the better the flavor.
  3. You can use other vegetables in this dish. Feel free to add or substitute any of the following: zucchini, broccoli, fresh red bell peppers.
  4. If you can't find the small fresh mozzarella balls, just buy regular fresh mozzarella and cut into 1/2-inch cubes.


Calories: 450kcal | Carbohydrates: 48g | Protein: 21g | Fat: 19g | Saturated Fat: 10g | Cholesterol: 55mg | Sodium: 311mg | Potassium: 335mg | Fiber: 2g | Sugar: 7g | Vitamin A: 980IU | Vitamin C: 5.9mg | Calcium: 408mg | Iron: 1.5mg