This ultra-creamy mac and cheese gets some crunch thanks to a panko breadcrumb topping. We stir pureed cauliflower or squash into the sauce for a secret hit of veggies.

Yield: Serves 6.



  • 1 1/2 cups panko (Japanese-style bread crumbs)
  • 2 tbsp salted butter, melted
  • 1/4 cup salted butter
  • 1/4 cup all-purpose flour
  • 4 cups milk (2%), heated
  • 1 cup mashed cooked cauliflower or squash
  • 1/2 tsp salt
  • 1/4 tsp freshly ground pepper
  • 1/4 tsp cayenne pepper
  • 1/8 tsp nutmeg
  • 1 cup shredded cheddar cheese
  • 1 cup shredded Monterey Jack cheese
  • 2 cups macaroni, cooked, rinsed and drained


  1. Preheat oven to 350°F.
  2. To prepare panko topping, combine panko and 2 tbsp melted butter; set aside.
  3. Melt 1/4 cup butter in a large saucepan over medium heat until bubbly. Add flour and cook, stirring, for 5 minutes. Add heated milk, 1 cup at a time, whisking until mixture is smooth. Bring to a boil.
  4. Reduce heat and simmer, uncovered, stirring frequently until slightly thickened, about 5 minutes. Add cauliflower, salt, pepper, cayenne pepper and nutmeg; stir to combine. Add cheeses, stirring until melted. Remove from heat. Add cooked macaroni and stir to combine.
  5. Spoon macaroni mixture into a greased 9x13 inch baking dish. Sprinkle with panko topping.
  6. Bake, uncovered, until macaroni mixture is bubbly and panko topping is golden brown, about 20 minutes.
Nutritional analysis per serving:

479 calories, 28.7 g fat, 20 g protein, 37 g carbohydrate, 1.8 g fibre, 607 mg sodium


For a twist, add 1/4 cup chopped fresh basil, oregano or parsley to the panko topping.


If desired, macaroni mixture may be divided among greased heatproof ramekins and topped with panko topping. Bake until macaroni mixture is bubbly and panko topping is golden brown.