The pasta can be any small noodle you choose: eggless, white, wheat, veggie, rotini, elbow. The 3 cups of cheese can be a combination of whatever flavors you prefer. Try 1 cup of pepper jack for a bit of spice and a more "adult version" of a child's favorite. The recipe can also be made low fat by using fat free cheeses, eggbeaters and I can't believe its not butter. We love parmesan cheese on top!