People go crazy over this creamy baked veggie mac and cheese. Broccoli, grated carrots, and sweet peas are folded into a sharp cheddar sauce. It feeds a crowd, and you can make it a day ahead. That makes it my kind of weeknight meal and holiday side.

I grew up on the boxed stuff. There was a lot of bright orange powder and a lot of arguing with my sister about the right way to make it. I've got zero regrets.
But as an adult, I started making mac and cheese from scratch. Then I became a mom, and I wanted to add vegetables to make the dinnertime battles a little easier.
It is still rich, creamy, and cheesy. It just happens to be a vegetable mac and cheese now.
It is great as a side to Dutch Oven BBQ Brisket. Or serve it as a vegetarian main with a big green salad.
About the Veggies
We grate the carrots on purpose. Coins would stay firm, whereas shredded carrots blend in. Make sure you cut the broccoli small too. Big chunks of veggies don't work here.
We add the veggies to the pasta water in the last two minutes. The important step is to rinse everything in cool water immediately.
I know that rinsing pasta probably feels like breaking a rule. But the rinse stops the veggies from turning to mush while you put the casserole together.
Picking Your Cheese
This is a thicker sauce, so it coats the broccoli rather than sliding off it. The cheese you buy matters. Here are a few recommendations.
- Shred it yourself. The anti-caking agents in shredded cheese make the sauce gritty. It will never taste as good as shredding it yourself.
- Go sharp. Mild cheddar gets lost with the veggies. Sharp stands up to them.
- Want a blend? Feel free to sub up to half of the cheddar with other cheese. Gruyère, Swiss, and Havarti are good options.
- Don't skip the mustard powder and pinch of cayenne. They sharpen the cheddar and enhance its flavor.
Tips for a Silky Sauce
- Lower the heat when you add the cheese. High heat can squeeze the fat out of the cheese and cause your sauce to separate. Turn the burner down just before the cheese goes in.
- Know when the milk is ready. The milk is ready for the cheese when it coats the back of a spoon.
- If your sauce breaks, pull the pan off the heat and vigorously whisk in a splash of cold milk. This usually pulls it right back together.
What to Serve It With
- Thanksgiving and holiday dinners. It bakes at 350°F, right alongside most sides, and it makes ahead. Cooking for a smaller group? Pair it with air fryer turkey breast or sous vide turkey breast.
- Sunday dinner. Serve it with Dutch oven BBQ brisket or oven roasted tri tip.
- Weeknights. Add Blackstone chicken legs and dinner is done.
- Meatless nights. A big scoop and a green salad make it a full meal.
How to Make Veggie Mac and Cheese
#1 Prep: Preheat oven to 350 degrees. Spray a 13 x 9 casserole dish with cooking spray. Gather your ingredients and measure.

#2 Cook Pasta and Veggies: Cook pasta according to package directions, adding in the vegetables in the last two minutes. Drain and rinse.
#3 While the Pasta Cooks Make the Sauce: Melt butter in a saucepan over medium heat.

#4 Add Flour: Add flour, and whisk for 2 minutes, until golden brown.
#5 Add Milk: Add in the milk and cook, stirring often, for about 8 minutes, or until slightly thickened.

#6: Add Cheese: Add in all but ½ cup of the cheese, mustard powder, sea salt, pepper, and cayenne pepper. Cook over low until the cheese melts.

#7 Add Pasta: Toss the pasta and veggies with the cheese sauce.

#8 Transfer and Bake: Transfer to a casserole dish. Top with the remaining cheese. Bake for 25 minutes.


Make Ahead, Storage, and Reheating
- Make ahead: You can assemble this up to a day early. Cover it and refrigerate. Ceramic and glass dishes can crack if they go straight from the fridge to a hot oven. Let the dish sit on the counter for about an hour before baking. Or, put it into a cold oven and let them heat up together. Add about 10 minutes to the cook time.
- Leftovers: Refrigerate up to 3 days. The pasta keeps drinking up sauce, so add a splash of milk or a pat of butter when you reheat.
- Freezer: Freeze up to 3 months. Thaw overnight in the fridge before reheating.
Craving More Mac and Cheese?
- Old Fashioned Baked Macaroni and Cheese: This comfort food classic is just like grandma used to make.
- Ninja Foodi Mac and Cheese: Your Ninja Foodi pressure cooker makes mac and cheese super quick.
- Crockpot Mac and Cheese: For a hands off option, your slow cooker comes to the rescue.
- Macaroni and Cheese with Buttery Crumbs: A crumb topping adds the perfect texture.
Creamy Baked Veggie Mac and Cheese (Make Ahead)
Equipment
- Saucepan
- Whisk
Ingredients
Pasta and Veggies
- 16 ounces penne gluten-free if necessary
- 1 head broccoli chopped into bite-sized floret
- 1 ½ cups English peas shelled; or frozen
- 2 large carrots grated (or 3 medium sized)
Cheese Sauce
- 2 tablespoons butter
- 2 tablespoons all-purpose flour gluten-free if necessary
- 2 cups milk
- 18 ounces cheddar cheese or cheese blend
- 1 teaspoon mustard powder
- 1 teaspoon sea salt
- ½ teaspoon fresh ground pepper
- ¼ teaspoon cayenne pepper
Instructions
- Preheat oven to 350 degrees. Spray a 13 x 9 casserole dish with cooking spray.
- Cook pasta according to package directions, adding vegetables in the last two minutes. Drain and rinse with cool water.
- Meanwhile, make sauce by melting butter in a saucepan over medium heat.
- Add flour and whisk for 2 minutes, until golden brown.
- Add milk and cook until slightly thickened and it coats the back of a spoon, about 8 minutes, stirring often. Reduce heat to low, then add all but ½ cup cheese, mustard powder, salt, pepper and cayenne.
- Cook over low heat until cheese melts.
- Toss pasta and veggies with cheese sauce and place in a casserole dish. Top with remaining cheese.
- Bake for 25 minutes until bubbling at the edges and the cheese on top is melted







Kristen says
I'd like to try their cheese in a quiche.
Wendy Polisi says
Yes! That would be fabulous!
Janet Picorale says
Can I use frozen peas for this recipe?
Wendy Polisi says
You sure can! I have used frozen peas in this many times.
Wendy Polisi says
It is a cheese blend that is pre-shredded. If your grocery store doesn't carry it, just use your preferred cheese for mac & cheese. (I like extra sharp cheddar.)
MPaula says
I saute some vegetables, especially onions, mushrooms and peppers, and them into the finished mac and cheese. I also add frozen peas when the pasta is almost finished cooking. I don't drink milk so I don't have it in the house. In university, I tried yoghurt, instead. Now I always make it that way.
Jenny says
Great recipe!
Wendy Polisi says
So glad you liked it!
Suzy Kaczmarek says
I always forget there is gluten-free flour to make a roux so I thank you for providing this delicious-looking recipe in a gf format! I'm looking forward to trying it!!!
c says
Do I need to use gluten free, or will it work using reg pasta and flour?
Wendy Polisi says
Regular works just fine!
Renee says
Love this recipe! I’ve made it a couple times now. I also make a little extra sauce to make it extra saucy.
Just wondering, do you think this would freeze?
Wendy Polisi says
Yes, it freezes pretty well - especially if you have extra sauce.
Wendy A says
I’d like to make this with elbow macaroni instead of penne. Any idea how much more elbow to use? They’re smaller than penne.
Wendy Polisi says
Since weight is how we are measuring the pasta, you would use the same - one pound!