My brother loves that neon colored macaroni and cheese from the box, my parents love it homemade with lots of pepper, and I just love cheese with veggies! Since the temperature outside has been rather cold, I thought I would surprise them with a grown up version of a childhood classic. This dish is truly gooey and delicious.

1 tablespoon extra virgin olive oil

2 tablespoons butter

Pinch of red pepper flakes (optional)

2 garlic cloves

¼ of a Vidalia onion

2 tablespoons flour

2 cups milk

1 cup Monterey Jack cheese

1 cup cheddar cheese

½ cup mozzarella cheese

4 cups of elbow pasta

½ cup diced tomatoes

1 cup chopped spinach

1 tablespoon parmesan cheese

½ cup potato chips

Add oil, butter, and red pepper flakes in a skillet over low heat.

Using a microplane or cheese grater – grate the garlic and ¼ of an onion into the skillet. Allow to cook for 2 minutes. Add flour and stir into the mixture (use a whisk to eliminate clumps). After 2 minutes, add the milk and whisk out any clumps. As the milk warms, slowly add the cheese ½ cup at a time. Whisk after each addition. Add salt and pepper to desired taste.

Add pasta to the cheese sauce and mix thoroughly.

Add tomatoes and spinach to the cheesy pasta and mix until thoroughly incorporated.

Preheat oven to 350 degrees Fahrenheit.

In a buttered 9×9 casserole dish, sprinkle the bottom with the parmesan cheese. Pour cheesy pasta into the dish. Using your hands, crunch the potato chips and sprinkle on top.

Cover the dish with foil and bake for 15 minutes.

Remove foil and broil for 5-10 minutes (until golden brown).

Allow to cool for a few minutes before serving.