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Makeover Creamy Macaroni and Cheese Recipe

Makeover Creamy Macaroni and Cheese Recipe

With its creamy consistency and two different cheeses, this entree captures the essence of comfort food. But here's the kicker-it's been slimmed down for you so you can enjoy it without over indulging. Darcie Zerniak - Ontario, New York
TOTAL TIME: Prep: 20 min. Bake: 35 min. YIELD:7 servings


  • 2 cups uncooked elbow macaroni
  • 1/4 cup butter, cubed
  • 1/3 cup all-purpose flour
  • 1-1/2 cups fat-free milk
  • 1/4 cup reduced-sodium chicken broth
  • 1 cup (8 ounces) fat-free sour cream
  • 1/2 pound reduced-fat process cheese (Velveeta), cubed
  • 1/4 cup grated Parmesan cheese
  • 1/2 teaspoon ground mustard
  • 1/2 teaspoon pepper
  • 2 cups (8 ounces) shredded reduced-fat cheddar cheese
  • Minced chives, optional


  • 1. Cook macaroni according to package directions. Meanwhile, in a large saucepan, melt butter. Stir in flour until smooth. Gradually add milk and broth. Bring to a boil; cook and stir for 2 minutes or until thickened.
  • 2. Reduce heat; stir in the sour cream, process cheese, Parmesan, mustard and pepper until smooth.
  • 3. Drain macaroni; stir in cheddar cheese. Transfer to a 13-in. x 9-in. baking dish coated with cooking spray. Add cream sauce and mix well. Bake, uncovered, at 350° for 35-40 minutes or until bubbly. Sprinkle with chives if desired. Yield: 7 servings.

Nutritional Facts

1 cup: 394 calories, 18g fat (11g saturated fat), 61mg cholesterol, 842mg sodium, 37g carbohydrate (9g sugars, 1g fiber), 23g protein.

Reviews for Makeover Creamy Macaroni and Cheese

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atkerson User ID: 3256835 258354
Reviewed Dec. 19, 2016

"I substitute real cheddar plus any cheese I have around for the Velveeta . The best mac &cheese I've ever made. A big hit at pot luck parties. I sprinkle Italian bread crumbs on top before baking."

muffbear74 User ID: 209131 246942
Reviewed Apr. 11, 2016

"Loved this recipe!"

mother of 3 User ID: 1726536 230804
Reviewed Aug. 6, 2015

"I doubled the recipe for our fellowship, omitting the Velveeta, doubling the shredded cheddar cheese. Used gluten free rotini & potato starch for the flour. Came home with an empty crockpot!"

Katelyn2011 User ID: 7933894 96990
Reviewed Aug. 14, 2014

"This was by far the best recipe I have tried for Mac-n-cheese! The sour cream and parmesan cheese really adds a lot! I cut down on the butter; I used 2/3 stick. I added Progresso breadcrumbs to the top too! Very easy to make!"

kschmid User ID: 6540125 178804
Reviewed Sep. 16, 2012

"Great recipe, I probably made between 3 and 4 cups of pasta since other reviewers said to add more. I also added more milk to make the creamy mixture a little thinner, the longer it sits one the milk and chicken broth are added the thicker it gets so either have the noodles ready to go or add more milk. I also estimated the spices, added a bit more ground mustard and a lot more pepper, but I love pepper. I also added a bit of onion and garlic powder. Cooked it for about 30 min, then took it out added some extra Parmesan cheese and some crushed Parmesan goldfish crackers then baked it for another 8 minutes. Added some minced green onion and baked for another 2-4 minutes. DELICIOUS, got approval from my 2 roommates and my good friend. Definitely making again."

RHergenroeder User ID: 6026311 182971
Reviewed Jun. 2, 2012

"Instead of Velveeta, I used a jar of Newmans Own Salsa con Queso. My husband loved it."

sands351 User ID: 1036170 180265
Reviewed Nov. 29, 2011

"This is a keeper. I cut the recipe in half since it's just hubby and me and this will be made again and again. Thanks for the recipe."

blue_eyes998 User ID: 5762850 182970
Reviewed Feb. 27, 2011

"This was delicious! I doubled the noodles, added some cooked ham pieces, and baked it for about half the time. My only complaint is it is a little thick--I'll either cut down on the flour or use more broth. But I will be wanting this again, for sure. :)"

Valerie B User ID: 2714898 210551
Reviewed Jan. 24, 2011

"you know what rosecat 98 if you knew you didn't like velveta.. why did you even bother or is it your nature "just to find fault"


rosecat98 User ID: 1629834 178799
Reviewed Jan. 24, 2011

"Way too much salt! Hate velveta, tasted like high school cafeteria mac and cheese."

KariBear User ID: 5338531 104495
Reviewed Jan. 24, 2011

"I found that heating the milk and broth before adding it to the flour/butter mixture makes for a smoother sauce."

beccaboo435 User ID: 3272809 104362
Reviewed May. 6, 2010

"I looked at the other reviews and decided to use 3 cups of uncooked elbows instead of 2. It made this recipe perfect! It was very good."

skellybelly13 User ID: 4613180 210550
Reviewed Mar. 23, 2010

"Loved it. I added shrimp and peas to make it a complete meal"

RStout User ID: 3080289 162413
Reviewed Feb. 27, 2010

"Dry...even added extra milk."

CC315 User ID: 2882343 112758
Reviewed Jan. 15, 2010

"Use Mexican-flavored Velveeta cheese...My husband said that we were NOT to make this for grandchildren, or they would be visiting all of the time. It's wonderful!!!!"

debash1 User ID: 3439160 96955
Reviewed Dec. 30, 2009

"Great flavor and simple to make. The best thing it is all made with fat free cheeses and doesn't taste like it at all."

mv1359 User ID: 3208898 210549
Reviewed Apr. 10, 2009

"Overall I liked this recipe, but the sauce didn't taste smooth enough after I baked it? Could I have over cooked it on the stove before it was mixed with the mac? This was the first homemade mac and cheese recipe I have tried."

kristinmh User ID: 1711502 111412
Reviewed Mar. 8, 2009

"I really liked this. AND it made great leftovers! My husband didn't dig it as much b/c it wasn't box mac -- but I will make it again, I'm sure. I used the 4 cups of mac as suggested by mojomama. I may bring it down to 3 cups to help with the cheese/mac ratio with the husband. Remember to use a bigger baking dish if you adding more pasta -- I did not and it was nearly to the top!"

Dhughes User ID: 3927755 96942
Reviewed Mar. 1, 2009

"This recipe was really good and creamy and my kids and husband really liked it. thanks"

mojomama User ID: 3740717 182969
Reviewed Feb. 16, 2009

"This was so good! I just made it for dinner tonight :D I did some stuff different. I cooked 4 cups of macaroni, which actually was perfect. Any less, and we would eat cheese with mac, not mac with cheese. I also added about 2 cups of frozen peas and 1/2 package of Oscar Mayer deli select smoked ham. Yum!"

seacrabs User ID: 3315872 98175
Reviewed Feb. 12, 2009

"Made this tonight. I have tried many homemade macaroni and cheeses and never liked any of them. This was very good! Nice and creamy. WIll make it again."

carrolcofer User ID: 1614468 180262
Reviewed Feb. 2, 2009

"Overall, pretty good. Almost thicker than it needed to be. Will use more macaroni if I make it again as it got even thicker when reheated. Reminded me of the big dish of mac & cheese that showed up for every family reunion of my childhood."

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