Herb-Topped Pasta Bake

For a delicious and healthful alternate topping, process 3 whole wheat bread slices in food processor until finely ground. Toss together breadcrumbs and 1 Tbsp. butter, melted. Sprinkle mixture over prepared macaroni before baking.


Makes 6 servings

Recipe from

Southern Living

Recipe Time

Prep: 5 Minutes
Cook: 12 Minutes
Bake: 15 Minutes
Stand: 5 Minutes


1 (12-oz.) package VELVEETA Shells & Cheese Dinner
1/2 cup half-and-half
1 cup (4 oz.) shredded Cheddar cheese, divided
1/4 teaspoon onion powder
4 white bread slices
1/4 cup grated Parmesan cheese
1/4 cup melted butter
1 tablespoon dried parsley


1. Cook shells and cheese dinner according to basic package directions.

2. Stir half-and-half, 1/2 cup shredded cheese, and onion powder into shell macaroni mixture. Pour pasta mixture into an 8-inch square baking dish.

3. Remove crusts from bread with a serrated knife. Process bread slices in a food processor or blender until finely ground. Toss together breadcrumbs, Parmesan cheese, melted butter, and parsley.

4. Sprinkle shell macaroni with remaining 1/2 cup cheese and breadcrumb mixture.

5. Bake at 400° for 15 minutes or until pasta mixture is thoroughly heated. Let stand 5 minutes before serving.