While I was raised occasionally on the blue box, when my first daughter was born, she wouldn’t touch the stuff. At all. So, since she loved cheese and noodles, we started making our own macaroni and cheese, and trust me when I tell you that it beats the boxed stuff hands down.

• 1 package noodles – radiatori, bowties and penne all work well
• 2 Tbsp. olive oil
• 3 cloves garlic, minced
• 1 small sweet onion, diced
• 2 medium carrots, peeled and chopped
• 1 small can sliced mushrooms, drained & chopped
• 1 Tbsp crushed oregano – more or less according to taste
• 1 Tbsp crushed basil – more or less according to taste
• 1/2 tsp crushed red pepper (optional)
• fresh cracked black pepper
• shredded cheese – at least 2 cups, more or less to taste

Preheat oven to 325F.

Boil the noodles according to package directions. Heat the oil in a saute pan, and cook the onions until translucent. Add the garlic, carrots, red pepper (if using) and mushrooms and cook an additional 5 minutes.

Drain the noodles and set aside.

In a 9″x12″ baking pan, spread a layer of noodles and cover them with 1/3 of the veggie mixture. Sprinkle with a layer of shredded cheese, and repeat. Sprinkle the oregano and basil over the 2nd layer of cheese, and add another layer of noodles and veggies, as space permits. Lightly cover with a layer of cheese.

Put into the oven an bake for approx. 10 minutes, or until the cheese has melted and starts to brown.

Serve and enjoy!