1 cup chopped onion
1 cup sliced fresh mushroom
1 cup sliced zucchini
1/2 cup chopped celery
1 clove garlic, minced
3 tablespoons butter or margarine, melted
1 (14 1/2 ounce) can whole tomatoes, drained and chopped
1 teaspoon dried whole basil
1/2 teaspoon salt
1/4 teaspoon crushed red pepper
8 ounces shell macaroni, uncooked
3 cups chopped cooked chicken
1 1/2 cups whipping cream
8 ounces shredded Monterey jack cheese
1/2 cup grated Parmesan cheese

Saut?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-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. Bake, covered, at 350 degrees F for 40 to 45 minutes or until thoroughly heated.

Yields 6 to 8 servings.