Really, really, really good! And generally, terribly unhealthy which is okay every now and again. Kids loved it. I used Gemeli noodles which were perfect. I'd likely use more broccoli next time. Would be great served with grilled chicken breast or a lean protein. Good way to hide some extra veggies (zucchini) in the meal, too. I used whipping cream and did not need to add any additional liquid. I'd probably reduce the dairy by 1/4c and then add more as I see fit after the zucchini which tends to have a lot of moisture. I used only 1c of cheddar instead of 2c and it was plenty cheesy! I did not use the optional butter, as it was not necessary.