Save on Pinterest

Makeover Creamy Mac & Cheese

Macaroni and cheese just may be king of the comfort foods. This sensational version is bubbling with creamy goodness—but is lighter on calories. —April Taylor, Holcomb, Kansas
  • Total Time
    Prep: 30 min. Bake: 25 min.
  • Makes
    10 servings


  • 1 package (16 ounces) elbow macaroni
  • 1/3 cup all-purpose flour
  • 1/2 teaspoon garlic powder
  • 1/2 teaspoon pepper
  • 1/4 teaspoon salt
  • 2 cups fat-free half-and-half
  • 2 tablespoons butter
  • 2 cups fat-free milk
  • 3 cups shredded reduced-fat sharp cheddar cheese
  • 2 tablespoons butter
  • 1 medium onion, chopped
  • 3 cups soft bread crumbs
  • 1/2 cup shredded reduced-fat cheddar cheese
  • sliced cherry tomatoes and minced chives


  • Preheat oven to 350°. Cook macaroni according to package directions; drain.
  • Meanwhile, in small bowl, whisk flour, seasonings and half-and-half until smooth. In a large saucepan, melt butter over medium heat. Stir in half-and-half mixture. Add milk. Bring to a gentle boil, stirring constantly; remove from heat. Add cheese; stir until melted. Stir in macaroni. Transfer to a 13x9-in. baking dish coated with cooking spray.
  • For optional topping, in a large skillet, heat butter over medium-high heat. Add onion; cook and stir until tender. Add bread crumbs; cook and stir 2 minutes longer. Sprinkle over macaroni mixture; top with cheese.
  • Bake, uncovered, until heated through, 25-30 minutes . Garnish as desired.
Nutrition Facts
1 cup (calculated without optional topping): 343 calories, 11g fat (6g saturated fat), 31mg cholesterol, 354mg sodium, 45g carbohydrate (8g sugars, 2g fiber), 18g protein.

Recommended Video


Click stars to rate
Average Rating:
  • Kymberly
    Feb 3, 2019

    Made it last night for company and picky toddlers and it was a huge success! Need to play around with the topping and hubby requested some bacon bits mixed in, but definitely a new favorite that was super easy to make!

  • BilliePock
    Jan 27, 2019

    I made this tonight for my grandchildren. We really enjoyed it. I topped it with a little Parmesan cheese with the onions and omitted the bread crumbs. I will make this again.

  • shannondobos
    Jan 17, 2019

    This was really good. I omitted the breadcrumb topping....and added crumbled bacon instead. I guess I sort of cancelled out the "lighter on calories" part...oops. The texture was really nice and creamy, which surprised me, for a lower fat version.

  • pajamaangel
    Feb 1, 2018

    This was ok. We needed more of a cheesy flavor. I omitted the topping just for times sake as we were running behind. I probably wouldn't make this one again because there are better recipes for this out there.

  • lilione
    Mar 19, 2014

    This Mac & Cheese had very little cheese flavor, consequently it had a starchy flour taste. Will not make again.

  • toolbarsco
    Mar 19, 2014

    I admit I was skeptical about a lower-fat mac & cheese but this recipe was really good and satisfying. The fam really enjoyed it.

  • gucci65
    Feb 27, 2014

    So easy and tasty. Had to use my old stand by tho. Velveeta mixed with sharp regular sharp cheese. Yummy !

  • Angel182009
    Feb 15, 2014

    My family and I enjoyed this recipe very much! My son especially who loves mac n'cheese. I've been on a hunt for the best recipe I can find and so far out of all the ones I've made this is our favorite! I did use full fat ingredients and whole wheat past. I know this recipe calls for reduced fat ingredients but I don't like to cook with reduced fat.

  • annie1992
    Feb 11, 2014

    My granddaughter loves this, she's the mac and cheese beast in the family. (I can't stand the stuff myself) She doesn't care at all for the "macaroni/milk/cheese" version below, it's not creamy and has a different texture. This is a bit healthier and still creamy and good. She also likes the topping, it gives a nice different texture, crunchy AND creamy.

  • rena 55
    Feb 5, 2014

    Cheese and mac is my ultimate comfort food, so finding one that has less fat is great. A tasty dish that is easy to make and will be served often in our household.