Creamy Macaroni and Cheese with Rapini

1 cup evaporated milk*
1 cup milk*
1 cup shredded cheddar
1 cup shredded asiago
1/4 cup panko
3 tablespoons grated parmesan
3 tablespoons butter
3 tablespoons flour
1/2 teaspoon nutmeg
1/2 teaspoon cayenne pepper
1 bunch rapini, chopped and steamed**
1 lb small or medium sized pasta, cooked

For the béchamel: In a medium pan, melt the butter. Add the flour along with a sprinkle of nutmeg, salt and pepper and stir until smooth. Add the milk and evaporated milk and whisk together until slightly thickened. Whisk in the asiago and cheddar until smooth. Pour over the drained pasta. Add the rapini and stir to evenly distribute. Pour into lightly oiled baking dish. Top with a sprinkle of parmesan and panko. Bake covered about 15 minutes, then uncover and cook until hot and bubbly, about 10-15 additional minutes.

Yield: about 4 (meal sized) servings

*Having the milk at room temperature or slightly warm helps keep the butter from hardening when you make the sauce.
**A little trick: I steamed the rapini (AKA broccoli rabe) in a mesh basket over the pasta while it was boiling.

My thoughts:

What is it about winter that just cries out for mac & cheese? I don’t normally go the whole creamy cheese sauce route but Matt had a craving so we went for it. Using evaporated milk gives the sauce a very creamy feeling but has a fraction of the fat in heavy cream. I’m always looking for ways to incorporate vegetables into things like macaroni and cheese, especially when it is serving as our entree. Rapini might not be the first thing that comes to mind when you think of macaroni and cheese but it worked well, rapini’s strong flavor was tempered by the cheese and it kept the dish from being too one dimensional.


  1. Yum. I love mac and cheese. Even better, shells and cheese. I lived on Velveeta shells and cheese in college, but now that I know better, I’ve got recipes for the real deal like you’ve shared with us. Thanks!

  2. You must do a lot of cooking during the day, or have really good lighting. By the time I get home from work it’s already dark out (at 5pm). My dinner pictures never look that nice 🙂

  3. looks delicious! I’ve got to try this I think! great job on the photo too!

  4. I’ve got a bunch of rapini in my fridge that just told me it wants to be mixed into mac & cheese!

  5. oh my goodness! i have been reading your site for months now, but have never commented. But, this looooks delicious!! I am definitely going to try it out! thanks for sharing :).

  6. Sure sounds good on this gloomy, rainy day! I like your idea of the evap. milk & adding a bit of vegetable!

  7. That sounds really, really good! I am going to have to try it.

  8. I’m saving this one – mac and cheese just might be my all time favorite.

  9. oh my gosh, YUM. this looks just amazing — and just a little bit healthy, too!

  10. Today I searched your site for a mac and cheese recipe (first time perusing for a specific recipe, actually) and found this one. It piqued my interest because we just so happen to have a bunch of rapini in the fridge, so I think we’ll try it tonight. If it turns out well, I’ll likely post some pics and a link back to your blog/this post, if you don’t mind. Thanks in advance for this recipe!

  11. Here is one more item I can offer my kid for their tiffin. This would be healthy for them too. Sounds very creative on your part.