1 cup chopped onion
1 cup sliced fresh mushrooms
1 cup sliced zucchini
1/2 cup 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 cups chopped cooked chicken
1 1/2 cups whipping cream
1 (8 oz.) pkg. shredded Monterey Jack cheese (about 2 cups)
1/2 cup grated Parmesan cheese

Sauté 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 11x7x2-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°F for 40 to 45 minutes or until thoroughly heated.

Makes 6 to 8 servings.