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Veggie-Packed Macaroni + Cheese

As a mom to a toddler, one of my ongoing goals is to get her to eat a diet that is (relatively) balanced + healthy(ish). While she doesn’t hate vegetables, like many children, she prefers to fill up on the other stuff, + sometimes leaves the veggies behind. So, I figured a good way to squeeze a few more veggies into her diet was to mix them into meals that she already loves. Namely, macaroni + cheese! In this recipe, I cook the carrots, peas, + broccoli right in the water with the pasta, then toss everything with a homemade cheddar sauce, top it with some seasoned bread crumbs, + bake it until golden and bubbly. Mmmmm.

And how is it? Truly wonderful! This is one of those dishes that gets gobbled up by both the children at the table AND the adults. It’s rich enough for the adult palate, while familiar enough to be appealing to little ones, too. While my little girl loves this as her main dish, I prefer it as a side dish, alongside turkey burgers, grilled chicken, or meatloaf. And while I chose to use her three favorite vegetables – peas, carrots, + broccoli – you can get creative and substitute whatever veggies are the most popular in your household. However you make it, and whatever you serve it with, I’m confident that you + your family will love this mac and cheese!

Veggie-Packed Macaroni + Cheese

serves 8, a Fearless Homemaker original recipe


3 cups uncooked elbow macaroni (or other short pasta)
1 cup diced carrots (from about 4 medium peeled carrots)
3 cups broccoli florets (from one small head of broccoli)
1 cup frozen peas
4 tablespoons unsalted butter
1 small onion, finely diced
1/4 cup flour
2 cups milk
1 cup chicken broth (or vegetable broth)
2 cups shredded cheddar cheese
kosher salt and black pepper
1/4 cup Italian-seasoned bread crumbs*


Preheat the oven to 350 degrees F. Butter a 9×13 baking dish (or lightly spray with cooking spray).

Bring a large pot of salted water to a boil. When it’s boiling, add in the pasta and diced carrots, and set your timer to however long it takes to cook your pasta al dente. For me, that was 8 minutes. Cook, stirring occasionally, until your timer has FOUR MINUTES left. Add in the broccoli. Continue cooking, stirring occasionally, until the pasta is al dente. Remove from heat, add in the peas, stir, and reserve 1/3 cup of the cooking liquid. Then, drain the pasta/carrot/broccoli/pea mixture + set aside.

Meanwhile, make the cheese sauce. Melt butter in medium saucepan over medium heat, then add in the diced onions. Cook until onions are soft and translucent, about 5-7 minutes. Stir in the flour + cook, stirring frequently, for 3 minutes. Whisk in the milk and broth. Bring to a boil, whisking constantly, then reduce heat + simmer for 3 minutes, until the sauce is thickened. Remove from heat, and stir in the cheddar, 1 teaspoon salt + 1/2 teaspoon pepper. Stir until smooth.

In a large bowl, stir together cooked macaroni/veggies, reserved cooking liquid, + the cheese sauce. Transfer to the prepared 9×13 baking dish. Top evenly with the bread crumbs.

Bake at 350 degrees F for about 20 minutes, until the mac + cheese is hot + bubbling, and the bread crumbs are golden brown.

*Note: If your family prefers a stovetop macaroni + cheese instead of a baked version, you can simply omit the breadcrumb topping, pasta cooking liquid, + baking time in the oven. Once you mix together the pasta/veggies and cheese sauce, you can serve it that way instead!