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Makeover Macaroni and Cheese

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
  • Total Time
    Prep/Total Time: 30 min.
  • Makes
    8 servings


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


  • 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 process cheese and 1/2 cup cheddar cheese until smooth. Drain macaroni; stir into cheese sauce.
  • 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.

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Average Rating:
  • NJ_mommy_1
    Oct 14, 2013

    It was really good! I used colby jack cheese with the velveeta cheese and my kids liked it. Thanks again I will be using this recipe again!

  • egale10
    Feb 14, 2013

    No comment left

  • hbaseley
    Jan 30, 2013

    This is a good recipe! We prefer halving the cheese sauce.

  • mkaskela
    Nov 5, 2012

    No comment left

  • stephanie.haggard
    Nov 3, 2012

    My husband and I really enjoyed this and he takes his mac & cheese seriously. Hard to believe this was a lighter version. Very creamy. After I added the pasta to the cheese sauce, I was a little worried because it looked so soupy but allowing it to stand for five minutes made a huge difference. I also added some small chunks of ham to the mix for added protein and flavor. Excellent recipe. Will definitely make again.

  • JennAFuzz76
    Sep 27, 2012

    Very easy and yummy! My 16 month old daughter loved it and there are leftovers. Will definitely be making this again! May even try adding some ham to it for some protein.

  • vikki1413
    Nov 16, 2010

    My family loved it. Even my husband who doesn't like mac. and cheese. I did add more cheddar and a little more milk to make it more cheesy and creamy. Will make again real soon. No more Kraft for us.

  • Annie58
    Jul 28, 2010

    So creamy, cheesy and easy! I know that the granddaughters will love it.