Diabetes Forecast

Makeover Favorite: Classic Mac 'n' Cheese

By Robyn Webb, MS, LN

Per Serving

Makeover Favorite: Classic Mac 'n' Cheese

Makes: 13 servings
Serving Size: 1/2 cup
Calories 170
Fat 4.5 g
Saturated Fat 2.3 g
Carbohydrate 25 g
Fiber 2 g
Sugars 4 g
Cholesterol 10 mg
Sodium 300 mg
Potassium 140 mg
Protein 10 g
Phosphorus 195 mg
Choices: Starch 2, Lean Meat 1
  • Makes: 13 servings
  • Serving Size: 1/2 cup
  • Preparation Time: 40 minutes
  • Baking Time: 20 minutes


2 3/4 cups 1% milk, divided
1/4 cup half-and-half
1/2 large onion, peeled and thinly sliced
1 bay leaf
5 whole peppercorns
12 oz. macaroni (preferably whole wheat)
3 Tbsp. cornstarch
1/2 tsp. dry mustard
1 1/2 cups finely shredded reduced-fat, extra sharp cheddar cheese
1 Tbsp. freshly grated Parmesan cheese
1 tsp. salt
1/2 tsp. ground black pepper
3/4 cup fresh whole wheat bread crumbs
2 tsp. olive oil


  1. Preheat the oven to 375 degrees. Coat an 8-inch-square baking pan with cooking spray.
  2. In a 2-quart saucepan, combine 2 cups of the milk, the half-and-half, onion, bay leaf, and peppercorns. Bring to boiling, lower the heat, and simmer over medium-low heat for 20 minutes. Strain the onion and spices. Return the strained milk to the saucepan.
  3. Meanwhile, bring a pot of salted water to boiling. Add the macaroni and cook for 4 to 5 minutes. (The noodles will be undercooked. This prevents the pasta from becoming mushy in the casserole.) Drain the pasta; set it aside.
  4. In a medium bowl, mix the remaining 3/4 cup of milk with the cornstarch. Whisk until well combined. Add half the simmering infused milk to the cornstarch mixture and whisk for 1 minute. Pour the milk-cornstarch mixture into the remaining simmering milk in the saucepan, whisk, and increase the heat to medium high. Bring the mixture to boiling. Lower the heat to medium and cook for 5 to 7 minutes, until the sauce is slightly thickened. Reduce the heat to low, and simmer for 4 to 5 minutes.
  5. Remove the saucepan from the heat. Whisk in the dry mustard, cheeses, salt, and black pepper. Add the cheese sauce to the macaroni and mix well. The mixture should look soupy. Pour the mixture into the prepared baking pan.
  6. In a small bowl, combine the bread crumbs and olive oil. Sprinkle the top of the casserole with the topping. Bake the casserole for 20 to 25 minutes, until the topping is lightly browned and the macaroni and cheese is bubbly.

Smart Swaps

The original mac 'n' cheese recipe had 293 Calories, 11.5 g Fat (6.9 g Sat. Fat), 33 g Carbohydrate, and 388 mg Sodium.

Fat Slashers:

I used 1 percent milk and just a bit of half-and-half for a creamy sauce that requires no butter. Reduced-fat cheese also helps decrease the heart-unhealthy saturated fat and cuts calories.

Portion Perfection:

Often, mac 'n' cheese is served in huge portions. Here, we compare a sensible 1/2-cup serving.

Top Note:

An easy bread-crumb topping crowns the dish with crunchy perfection.


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