Dressed-Up Mac and Cheese with Broccoli and Peas

Maybe it’s not reinventing the wheel, but adding some adult flavors to everyday mac and cheese is pretty revolutionary. Shells instead of elbows, and some lightly charred vegetables? This casserole just pulled out its little black dress and is ready to hit the town.


  • 1 head broccoli (about 4 cups), cut into florets
  • 4 tablespoons olive oil, divided
  • 1 yellow onion, diced
  • 3 tablespoons butter
  • 2 tablespoons flour
  • 2 cups of milk
  • 1 pound large shells, cooked to al dente
  • 2 1/2 cups grated white cheddar, divided
  • 1 1/2 cups frozen peas
  • 1/2 cup breadcrumbs
  • 3 tablespoons parsley, chopped
  • Pinch of red pepper flakes (optional)
  • Kosher salt and freshly cracked black pepper


Preheat oven to 350 degrees F.

In a large Dutch oven*, heat 2 tablespoons of oil over high heat until hot, but not smoking. Add broccoli in one layer. Cook for 2 to 3 minutes on each side, or until the broccoli is nicely caramelized. Season both sides with salt, pepper, and red pepper flakes. Remove the broccoli and set it aside.

Reduce heat to medium; add in onion and butter. Cook onion, stirring frequently until softened and transparent. Stir in flour with a wooden spoon. Cook until flour mixture is a light brown (blonde) color, stirring constantly. Switch to a whisk and whisk in milk 1/4 cup at a time, waiting for the milk to thicken before adding more.

Once the sauce is thickened and all milk has been added, remove from heat and gently stir in pasta, broccoli, 2 cups of cheese, and peas.

In a small bowl mix together breadcrumbs, remaining cheddar, remaining oil, and parsley. Top the pasta with the breadcrumbs. Bake for 30 minutes, or until breadcrumbs are golden brown.

Allow cooling for 5 minutes before serving.

*If you don’t have a Dutch oven, you can use a large skillet or a pasta pot, and then transfer to a 9 x 13-inch baking dish for baking.

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