Three Cheese Macaroni Casserole

Prep: 15 min Cook: 30 min Serves: 6 Cuisine: American

A creamy, cheesy macaroni casserole with rich flavors of cheddar, Velveeta, and Parmesan, complemented by mushrooms, celery, onions, and green peppers—perfect for comforting family dinners.

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Ingredients

  • 1/2 lb. macaroni
  • 1 Tbsp. butter
  • 3 Tbsp. flour
  • 1 tsp. salt
  • 2 eggs
  • 2 c. milk
  • 1 c. sharp Cheddar cheese
  • 1 lb. Velveeta cheese
  • 1/2 c. Parmesan cheese
  • 1 (4 oz.) can button mushrooms
  • 1/2 c. celery, chopped
  • onions
  • 1/4 c. green peppers, chopped

Instructions

  1. Cook macaroni in boiling water for 8 to 10 minutes, then drain.
  2. In a saucepan, melt butter and stir in flour.
  3. Add chopped onions, green peppers, and chopped celery to the saucepan and cook until tender.
  4. Beat eggs with milk thoroughly, then add salt and pepper.
  5. Stir the egg mixture into the saucepan and cook over heat until thickened.
  6. Add sharp Cheddar cheese, Velveeta, and Parmesan cheese to the mixture and stir until well combined.
  7. Add drained macaroni and canned mushrooms to the cheese mixture and stir to combine.
  8. Transfer the mixture into a casserole dish.
  9. Bake at 350°F (175°C) for 25 to 35 minutes until bubbly and golden.

Tips & Substitutions

For a creamier texture, consider using half-and-half instead of milk. You can also substitute the sharp Cheddar with Monterey Jack or Gruyère for a different flavor profile. Adding cooked bacon or ham can enhance the dish. If you prefer a crunchier topping, sprinkle breadcrumbs mixed with melted butter on top before baking.

Serving Suggestions

This Three Cheese Macaroni Casserole pairs beautifully with a side salad or steamed vegetables for a complete meal. Consider serving it alongside crusty bread or garlic knots for added texture. It also makes a great potluck dish and is a hit at family gatherings.

Storage & Reheating

Store leftovers in an airtight container in the refrigerator for up to 3 days. To reheat, place in a preheated oven at 350°F (175°C) for about 20 minutes or until heated through. You can also microwave individual portions, adding a splash of milk to keep it moist.

Nutrition & Diet Analysis (per serving)

Each serving of Three Cheese Macaroni Casserole contains roughly 366 calories, with 15g protein, 47g carbohydrates, and 13g fat. It is an excellent source of protein (30% of the Daily Value), calcium (30% of the Daily Value), and vitamin C (29% of the Daily Value), and a good source of iron and vitamin A. Note that it is relatively high in sodium, at 1941mg per serving (84% of the Daily Value).

366 kcal 18% DV
Protein Fat Carbs

Macronutrients

Protein 14.9g 30% DV
Total Fat 13.4g 17% DV
Carbs 46.8g 17% DV
Fiber 2.4g 9% DV
Sugar 13.5g 27% DV

Electrolytes

Sodium 1940.9mg 84% DV
Potassium 449.6mg 10% DV
Cholesterol 28.8mg 10% DV

Vitamins & Minerals

Vitamin A 122.9mcg 14% DV
Vitamin C 26.2mg 29% DV
Vitamin D 0.4mcg 2% DV
Calcium 384.4mg 30% DV
Iron 3.4mg 19% DV
Diet fit Under 400 cal
Contains Milk Egg Wheat/Gluten

Estimated from ingredients & per-serving nutrition — verify against package labels for allergies or strict diets.

* % Daily Values based on a 2,000 calorie diet (FDA 2020).

Frequently Asked Questions

Can I make this casserole ahead of time?

Yes, you can prepare the casserole a day in advance. Assemble the dish, cover it tightly with plastic wrap, and refrigerate. When ready to bake, remove the wrap and add a few extra minutes to the baking time.

What can I use instead of Velveeta cheese?

If you prefer not to use Velveeta, you can substitute it with cream cheese or a combination of cheddar and a melting cheese like mozzarella. This will still provide a creamy texture while allowing for more natural ingredients.

Can I make this dish vegetarian?

Yes, this recipe is already vegetarian if you skip any meat additions. You can enhance the flavor by adding more vegetables, such as mushrooms or spinach, or using vegetable broth instead of water when cooking the macaroni.

Nutrition is estimated from USDA FoodData Central ingredient data and may vary with brand, portion and preparation — see our methodology. This information is for general educational purposes only and is not medical or dietary advice (disclaimer).

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