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How To Make Delicious, Fully-Loaded, Baked Macaroni

Updated on October 6, 2013
5 stars from 1 rating of Macaroni Casserole

Sometimes, when you've had a rough week, or the weather's been crummy, you need a meal that will really stick to your ribs. You need something that, with each bite, you are reassured in the existence of a higher power and the goodness of people. Well, I don't know that this dish will do that for you (and, honestly, if you're looking for metaphysical reassurance in food, we have other issues at hand), BUT, I can say for sure that this macaroni casserole will leave you feeling full and satisfied (food-wise - for all else, see the parenthetical above).

Tools You'll Need

Large pan

Large pot

Large casserole dish

... spotting a pattern yet? ...

Large colander

Cheese grater (unless you're lazy, which to be honest, we all are sometimes, and plan to use pre-shredded cheese)


1 onion, finely chopped - this can be any size onion, really, depending on how much you like onions. Don't like them at all? Leave it out. It's your house. You decide the smells that will linger for hours, not me.

2 cloves garlic, minced - if you like more garlic, put more in, but, if you're going to leave out onions AND garlic, we may have a situation brewing

1 bell pepper, chopped - any color bell pepper will do

1 small zucchini, chopped

1 small yellow squash, chopped

6 to 8 button mushrooms, chopped

2 tsp Italian seasonings

1 tsp garlic powder - not garlic salt

Salt and pepper to taste

1/2 to 3/4 cup milk - I use whole milk at home, but 2% will work. You need some fat in the milk to melt the cheese into

1 can cream of mushroom soup - Go ahead and use the low sodium kind (which really isn't that low in sodium, but it's better than the alternative)

16 oz shredded cheddar cheese, divided - If you want to use pre-shredded cheese, may I suggest the bags with multiple cheeses? If you're going to do it the lazy way, at least make it fancy, amiright?

1/2 pound uncooked macaroni pasta - I've also used rigatoni or bow tie pasta, and they work fine

Enough water to boil your pasta

1/2 cup bread crumbs

2 tbs barbecue sauce - just whatever you have on hand

Optional hot sauce to taste - like Tabasco, but I'm not schilling for them, so use whatever you want

*Author's Note*

You'll want to chop the veggies into bite-size or smaller pieces. Otherwise, the casserole won't have the right "mouth feel," or whatever less ookie term you'd like to use. Also, these are the veggies that I use regularly in this dish. I've also been known to throw in tomatoes and asparagus. You can pick and choose your veggies as you see fit, but please, don't leave them all out. Otherwise, you're just eating a bowl of macaroni and cheese that took way more time than macaroni and cheese should take to make.


1. In a large frying pan, over medium heat, heat oil and sautee onions and garlic until the onions are slightly translucent.

2. Add the rest of your chopped veggies. I like to add them in the order of how long it takes them to cook. So, the bell peppers go in and have some time to cook while I'm chopping the zucchini and yellow squash. Then, those go in and have time to cook while I'm chopping the mushrooms. You're smart folk, I'm sure you've already caught on. And, at any rate, you can pre-chop all your veggies and dump them in at the same time, if that's how you roll. I'll never know.

3. Once all the veggies are in the pan, fill your large pot with water and put it on to boil. Go ahead and add a pinch of salt to flavor the pasta with (and to lower the boiling point of the water - science!)

4. Once your water comes to a boil, add the pasta and cook according to the box's instructions. It's at this time that you'll want to pre-heat your oven to 350 degrees.

5. Back over in your veggie pan, mix in the Italian seasonings, garlic powder, salt and pepper, let the veggies continue to cook and absorb those seasonings while your pasta cooks.

6. When veggies are slightly tender, but nowhere near mushy, stir in 1/2 cup of milk and the can of cream of mushroom soup. Allow the milk and soup to heat up, but not to simmer or boil.

7. Stir in 8 oz of shredded cheese. The whole shebang should be melty and stringy, but not liquid like Alfredo sauce. If the 1/2 cup of milk doesn't quite cut it, add a little more until you get the right consistency.

8. Stir in barbecue sauce.

9. Stir in cooked, drained pasta, making sure everything is coated in cheesy, delicious goodness.

10. Spray a large casserole dish with non-stick cooking spray and pour your cheesy, veggie, noodly concoction into it.

11. Sprinkle 8 oz of shredded cheese evenly over the top of the casserole.

12. Sprinkle bread crumbs evenly over the top of the casserole.

13. Place in the oven and bake at 350 degrees for 25 to 30 minutes, until cheese is golden and bubbly on top and the breadcrumbs have started to brown.

14. Turn your oven temperature up to broil. Cook at this blazing hot temp for 1 to 2 minutes, checking almost constantly to make sure the topping hasn't burned. This step is dangerous, but oh so worth it. After the 1 or 2 minutes are up, you may find that only half the topping is that crispy, yummy almost burnt cheese that makes life worth living. Never fear, just turn the casserole around and let it cook for another minute. Again, you'll need to be the ever watchful eye of Sauron here if you don't want blackened cheese on top.

15. Remove from the oven. You'll want to let this cool for a bit before you serve it - because of the molten hot cheese and all.

16. Cut into portions and serve with a little hot sauce on top. Or, just cut into portions and serve, if hot sauce isn't your thing.

17. Enjoy your food!

Confessions of a Sometimes Lazy Cook

Sometimes, when I'm just too lazy to really love my family properly (which, come on, is what cooking is all about), I use 2 boxes of Annie's Macaroni and Cheese instead of making my own cheese sauce.

If you, too, would care to go this route (and you can use whatever boxed mac and cheese you like, but Annie's is organic, which is why I use her), here's what you'll want to do:

While your veggies are cooking, cook the boxed stuff according to the directions - you can cook both boxes in the same pot. Then, skip steps 6 through 9 above. I do like to add about a quarter cup of shredded cheese to the boxed stuff because I am a glutton, but you can leave it out (but why on earth would you?). Once your mac and cheese is done, add the barbecue sauce to it. Then, combine the veggies and the mac. Then, put the whole thing in your greased casserole and continue with step 11 above.

Scandalous, I know!


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    • Vacation Trip profile image

      Susan 4 years ago from India

      Wow... Simply mouth watering recipe. Thanks for sharing.

    • Frankly My Dear profile image

      Frankly My Dear 4 years ago from Texas

      Mac and cheese soup? Sounds devine!

    • peachpurple profile image

      peachy 4 years ago from Home Sweet Home

      lovely recipe. I love macaroni but i don't bake them. Just boil as soup and every kids love it. Voted up

    • Frankly My Dear profile image

      Frankly My Dear 4 years ago from Texas

      Thanks, Sugahware. I hope you enjoy!

    • Sugahware profile image

      Robyn D Bera 4 years ago from California

      Like so many kids, I grew up eating the Kraft (crap in a box) Mac and Cheese. As an adult I will occasionally buy Annie's organic, but still prefer to make it myself when I get those MacAndCheese cravings. (I am a control freak when it comes to food!) This is a really interesting recipe. I've made MacAndCheese with Acorn and Butternut squash, but never with zucchini. Also the addition of the BBQ and hot sauce probably adds some tang and spice. I'll give it a try to when I do, I'll come back and give you a rating. Thanks for sharing. Voted up and pinned!