photography by Paulette Tavormina

Summer brings out the kid in all of us, and what dish is more pleasing to kids than mac and cheese? This gave us the perfect opportunity to act like kids ourselves and get playful. We thought, Hey, why not top a mac and cheese with popcorn instead of bread crumbs? And for an extra cheesy twist, why not make it store-bought cheese popcorn?

Ingredients (serves 6)

2 cups cavatappi pasta

4 tablespoons (½ stick) unsalted butter

1 cup finely chopped onion

1 cup shredded carrots

1 medium yellow squash, halved lengthwise and thinly sliced

2 plum tomatoes, cored and coarsely chopped

3 cups shredded extra-sharp Cheddar cheese

1/2 cup sour cream

1/2 cup whole milk

2 large eggs

1 teaspoon coarse (kosher) salt

1/2 teaspoon freshly ground black pepper

2 cups cheese popcorn, lightly crushed

Additional Information

  • Prep Time: 15m
  • Cook Time: 25m
  • Total Time: 40m


Preheat the oven to 400°F

In a large pot of boiling salted water, cook the pasta 2 minutes shy of the time in the package directions. Drain and transfer to a large bowl. Add 3 tablespoons of the butter and toss to coat.

Meanwhile, in a medium saucepan, heat the remaining 1 tablespoon butter over medium heat. Add the onion and cook for 7 minutes, stirring occasionally, until tender and starting to color. Add the carrots and squash and cook for 5 minutes, or until the carrots are tender. Add the tomatoes and cook for 1 minute longer.

Transfer the sauteed vegetables to the bowl with the pasta. Add 2 cups of the Cheddar, the sour cream, milk, eggs, salt, and pepper and stir until well combined. Transfer the mixture to a 9 × 9-inch baking dish and scatter the remaining 1 cup Cheddar on top. Top with the popcorn.

Bake for 25 minutes, or until the pasta is piping hot and the top is lightly crusted. Serve immediately.


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by Josh and Brent

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This mac’n’cheese sounds fabulous. I am trying it this weekend. I love you gutys and miss your show. What are your plans for TV, if any?

Congratulations on doing so well…hope Josh is able to move to Sharon Springs permanently.