1 c. chopped onion
1 c. sliced fresh mushrooms
1 c. sliced zucchini
1/2 c. chopped celery
1 clove garlic, minced
3 tbsp. butter, melted
1 (14 1/2 oz.) can whole tomatoes, drained & chopped
1 tsp. dried whole basil
1/2 tsp. salt
1/4 tsp. crushed red pepper
8 oz. shell macaroni, uncooked
3 c. chopped cooked chicken
1 1/2 c. whipping cream
2 c. (8 oz.) shredded Monterey Jack cheese
1/2 c. grated Parmesan cheese

Saute first 5 ingredients in butter until vegetables are crisp-tender. Stir in tomatoes, basil, salt and crushed red pepper; set aside.

Cook pasta according to package directions; drain. Combine pasta, vegetable mixture and chicken in a large bowl; spoon mixture into an 11 x 7 x 1 1/2 inch baking dish. Combine whipping cream and cheeses in a medium saucepan; cook over low heat until cheese melts, stirring frequently. Pour sauce over pasta mixture.

To store: Cover and refrigerate up to 24 hours. To serve: Bake, covered, at 350 degrees for 40-45 minutes or until thoroughly heated. Yield: 6-8 servings.