Makeover Macaroni and Cheese

Total Time

Prep/Total Time: 30 min.


8 servings

Updated: Jul. 22, 2022
Creamy and cheesy with comfort in every bite, this lightened-up classic is sure to become a family favorite at your house, too! —Nancy Langrock, Southbury, Connecticut
Makeover Macaroni and Cheese Recipe photo by Taste of Home


  • 1 package (16 ounces) elbow macaroni
  • 2 tablespoons all-purpose flour
  • 2 cups fat-free milk
  • 1 package (16 ounces) reduced-fat Velveeta
  • 1 cup shredded sharp cheddar cheese, divided


  1. Cook macaroni according to package directions. Meanwhile, in a large saucepan, combine flour and milk until smooth. Bring to a boil; cook and stir for 2 minutes or until thickened. Stir in Velveeta and 1/2 cup cheddar cheese until smooth. Drain macaroni; stir into cheese sauce.
  2. Remove from the heat; sprinkle with remaining cheese. Cover and let stand for 5 minutes or until cheese is melted.

Nutrition Facts

1 cup: 403 calories, 11g fat (6g saturated fat), 36mg cholesterol, 944mg sodium, 54g carbohydrate (9g sugars, 2g fiber), 23g protein.