Preheat oven to 375º F. Spray an 9x13-inch baking dish with cooking spray. Set aside.
Bring a large pot of water to a boil. Salt generously, add the elbow macaroni and cook for 5 minutes.
About 3 minutes before the pasta is ready, add in the broccoli and cook it for 3 minutes. Drain the pasta and broccoli and set it aside.
In the same pot, melt the butter over medium heat. Add the flour and whisk until it turns a golden-brown.
Slowly pour in the milk and heavycream, whisking constantly to prevent lumps. Season with kosher salt and blackpepper and simmer 3-4 minutes, until the sauce has thickened slightly.
Remove from the heat and fold in the cheese, until fully melted. Add the broccoli and cooked pasta into the sauce. Pour into prepared baking dish and top with parmesan and panko.
Bake for 15 minutes, or until the top is golden brown. Remove and serve immediately.
Notes
*Key tip: Brown the mushrooms in a single layer over medium-high heat before adding the broccoli. The browning is where the flavor comes from.**Ingredient note: Any veggie mac and cheese kit with pasta and cheese sauce works. To season the panko, toss it with a pinch of a Spiceology all-purpose or garlic blend.***Substitution: If you’re using a regular boxed mac and cheese, sauté a handful of broccoli florets with the mushrooms. See the post for more swaps.****Storage: Refrigerate for 3 to 4 days or freeze for up to 2 months. Reheat covered at 350°F for 15 to 20 minutes, then uncover to re-crisp.