Veggie Mac and Cheese with Popcorn Topping

Sharon Whitley


This recipe was included in the May Ladies Home Journal It is really easy and good. Don't let the seemingly long instructions scare you away from an easy great twist on a family fav!

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20 Min
40 Min


2 c
4 Tbsp
unsalted butter, divided
1 c
finely chopped onion
1 c
shredded carrots
1 medium
yellow squash, halved lenthwise and thinlly sliced
plum tomatoes, cored and coarsely chopped
3 c
shredded extra-sharp cheddar, divided
1/2 c
sour cream
1/2 c
whole milk
2 large
1 tsp
kosher salt
1/2 tsp
black pepper
2 c
cheese popcorn, lightly crushed


1Heat oven to 400. Cook pasta for 2 minutes less than the time on package directions. (Under cook as it will cook more in oven.) Drain and transfer to a large bowl. Add 3 tablespoons of the butter to the pasta and toss to coat.
2In Medium sauce pan heat the remaining 1 tablespoon of butter over medium heat. Add the onion and cook until tender and starting to color. (about 7 minutes) Add the carrots and squash and cook until carrots are tender. (about 5 minutes.)Add tomatoes and cook 1 minute.
3Transfer the vegetables to the bowl with the pasta. Add 2 cups of the cheddar cheese, the sour cream, milk eggs, salt and pepper and stir until well combined. Transfer the mixture to a 9x9 inch baking dish and scatter the remaining 1 cup of cheddar on top. Top dish with the popcorn.
4Cover with foil and bake until pasta is hot and top is lightly crusted, uncovering during last 10 minutes, about 25 minutes of baking. Serve.

About this Recipe

Main Ingredient: Pasta
Regional Style: American
Other Tag: For Kids