Step 1

Cook or re-heat your veggies. This is a fabulous opportunity to raid the fridge and freezer for leftovers. Peas, carrots, broccoli, spinach, squash, and anything else you have on hand will work marvelously! You can steam, roast, saute, or even microwave the veggies - whichever you prefer!

Step 2

Freshly grate cheddar cheese off the block and chop/grate deli american cheese. Block American cheese purchased form the Deli counter works best here because of it's high milk content. Freshly grated cheese is needed here because pre-shredded does not work due to additives.

Step 3

Measure out all remaining ingredients for ease/efficiency.

Step 4

Bring water and milk to a boil in a medium saucepan or pot set to HIGH heat.

Step 5

Stir in mini shell or elbow macaroni and a teeny pinch of salt. Reduce heat to a MEDIUM-LOW active simmer. Use a metal whisk to stir often to prevent sticking.

Step 6

Cook until macaroni reaches desired tenderness, approx. 7-9 minutes.

Step 7

Add American cheese, dijon mustard, cayenne, and garlic powder. Whisk constantly for one minute until the cheese has melted into a luscious sauce.

Step 8

Remove pot from heat.

Step 9

Whisk in grated cheddar cheese slowly, working in 2-3 batches until completely melted. Cover with the pot's lid and allow to sit and thicken for 5 minutes.

Step 10

Add any additonal salt/pepper/spices to taste if needed. Basically let your taste buds be your guide. If anything it's an excuse to shove a few spoonfuls in you mouth while you get the plates ready.

Step 11

Stir in cooked veggies and enjoy!