Ultimate Mac and Cheese Pot Pie

An easy homemade cheese sauce is the key to this decadent macaroni and cheese skillet.

  • prep time 20 min
  • total time 45 min
  • ingredients 9
  • servings 6

Ingredients

8
oz uncooked bow-tie (farfalle) pasta (4 cups)
2
tablespoons butter
2 1/2
cups whole milk
1
cup shredded sharp Cheddar cheese (4 oz)
1
cup shredded Swiss cheese (4 oz)
1
tablespoon cornstarch
1
bag (12 oz) Green Giant™ Steamers™ Select® broccoli florets, thawed
6
slices refrigerated precooked bacon, prepared as directed on package
1
can (11 oz) Pillsbury® refrigerated original breadsticks (12 breadsticks)
  • 1 Heat oven to 375°F. Cook and drain pasta as directed on package.
  • 2 Meanwhile, in 11- or 12-inch ovenproof skillet, heat butter over medium heat. Add milk and cheeses; beat with whisk 7 to 10 minutes or until smooth. Beat in cornstarch; cook 2 minutes longer or until mixture is thickened slightly.
  • 3 Stir in pasta and broccoli. Crumble bacon; sprinkle over pasta mixture. Cut each breadstick into four pieces. Arrange pieces in single layer around edge of skillet.
  • 4 Bake 20 to 25 minutes or until filling is bubbly and breadsticks are golden brown. Cover and refrigerate any remaining pot pie up to 3 days.
  • Nutrition Information

    NUTRITION INFORMATION PER SERVING

    Serving Size: 1 Serving
    Calories
    600
    (
    Calories from Fat
    220),
    % Daily Value
    Total Fat
    25g
    25%
    (Saturated Fat
    13g,
    13%
    Trans Fat
    1/2g
    1/2%
    ),
    Cholesterol
    65mg
    65%;
    Sodium
    800mg
    800%;
    Total Carbohydrate
    68g
    68%
    (Dietary Fiber
    3g
    3%
      Sugars
    7g
    7%
    ),
    Protein
    27g
    27%
    ;
    % Daily Value*:
    Vitamin A
    25%;
    Vitamin C
    15%;
    Calcium
    40%;
    Iron
    15%;
    Exchanges:
    2 Starch; 0 Fruit; 2 Other Carbohydrate; 0 Skim Milk; 0 Low-Fat Milk; 1/2 Milk; 0 Vegetable; 0 Very Lean Meat; 0 Lean Meat; 2 1/2 High-Fat Meat; 0 Fat;
    Carbohydrate Choices:
    4 1/2
    *Percent Daily Values are based on a 2,000 calorie diet.
    © 2013 ®/TM General Mills All Rights Reserved