Comforting Mac & Cheese

Comforting Mac & Cheese

This simple mac and cheese with vegetables gives everyone’s favorite comfort food a delicious update with mushrooms, peas, and a crispy panko topping.

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2 cups macaroni noodles
1 cup sliced baby Bella mushrooms
½ cup defrosted frozen peas
3 Tbsp cream cheese
2 cups shredded cheddar cheese
4 Tbsp flour
3 Tbsp butter
2 cups milk, preferably whole milk, warmed
1 teaspoon salt
½ teaspoon black pepper
½ cup panko breadcrumbs


  1. Preheat the oven to 400F.
  2. Boil macaroni in salted water according to package directions. Drain and set aside.
  3. Saute the mushrooms over medium high heat in 1 tablespoon of butter with a pinch of salt until the water from the mushrooms has evaporated and the mushrooms are tender, about 5 minutes. Set aside.
  4. Melt the remaining 2 tablespoons of butter in a medium-sized pot. Add the flour. Whisk for 2 minutes, then whisk in the milk and bring to a low simmer, being careful not to scorch. Add all but ¼ cup of the cheddar cheese and continue whisking until the mixture thickens. Add the salt and pepper.
  5. Continue to simmer, constantly stirring until the desired consistency is formed. Taste and season with salt and pepper.
  6. Add the cooked macaroni to the sauce and fold in the cooked mushrooms, defrosted peas, and cream cheese. Spread ingredients in a greased ovenproof dish, cover, and bake for about 30 minutes. Remove cover, stir, and top with panko and the remaining ¼ cup cheddar cheese; bake for another 10 minutes until melted and crispy.