Macaroni and Cheese Cupcakes

Macaroni and Cheese Cupcakes

-8 ounces Fusilli (or any other macaroni pasta)
– 8 ounces half and half milk
– 3 tablespoons olive oil
1 large onion, finely chopped
– 3 cloves garlic, finely chopped**
– 2 tablespoon dried basil**
-1/4 cup Padron peppers, chopped (optional)
– 1/2 cup Watercress pesto** (optional)
-1/2 cup brightly colored bell pepper, chopped
-2 cups baby spinach
– 1 cup zucchini, chopped smaller than the size of the pasta
– 1 cup summer squash, chopped smaller than the size of the pasta
– 1.5 cups sharp Cheddar cheese, grated
– 1.5 cups Parmesan cheese, grated
– salt and pepper
-fresh basil, chopped, for garnishing


1. Place a large pot of water over high heat to cook the pasta. When the water is boiling, salt it well and drop in the pasta. Cook to al dente,  meaning that the pasta will still be firm when biting into it. Drain the pasta and reserve.

Cook the for about 3 minutes less than it says on the package.

2. Meanwhile, place a medium pot over medium-low heat with 2 tablespoons of olive oil. Add the onion and garlic to the pan and cook the until very soft, about 5 minutes. (You may need to add 1-2 teaspoons of water, to prevent the onions from burning.) Add the peppers and cook for another 2 minutes. Stir frequently.

Sautee onions and garlic until translucent.

3. Add remaining oil, squash and zucchini to the pan and cook for 5 minutes, until all of the vegetables are soft. Stir frequently. Add the spinach and cook until the leaves are soft. Transfer vegetables to a large bowl and reserve.

Let the vegetables cook slowly on medium heat, until soft.
Let the vegetables cook slowly on medium heat, until soft.

4. In the same pot used to cook the vegetables, bring the half and half milk up to a bubble. Add the dried basil, salt and pepper, veggies some salt and pepper to the milk and simmer  for 2-3 minutes. Add the Cheddar cheese and 1 cup Parmesan cheese to the sauce and stir until melted. Add in the pesto and stir until well mixed (optional). Remove from the stove top.

Add the cooked vegetables to the pot of half and half milk and gently stir.
Add grated cheese to the sauce, stir gently until the cheese melts.

5. Pour the Macaroni into the sauce and stir until well mixed.

6. Line cupcake pan with cupcake liners. Ladle macaroni mixture into cupcake pan. Sprinkile remaining Parmesan over each cupcake and bake for 20 minutes.

If you don’t have a cupcake tray, just line the cupcake liners on a flat baking tray.
Bake until the tops are golden brown.

7. Cool slightly before garnishing with chopped basil. Serve.

It will be hard to stop at just one cupcake. 😉

Serve two cupcakes per person, with the addition of a hearty salad or a protein choice.

**If using the Watercress pesto, skip the dried basil and garlic.

Watercress Pesto


1 cup fresh watercress, stems on, rinsed well
1/2 cup cilantro,  stems on, rinsed well
1/2 cup walnuts
2 clove garlic
2 tbsp. olive oil
salt to taste


Place all ingredients in a food processor and pulse until it forms a thick paste and no large pieces remain.

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