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Makeover Macaroni and Cheese Recipe

Makeover Macaroni and Cheese Recipe

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. YIELD: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 (4 ounces) 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 process cheese 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. Yield: 8 servings.

Nutritional Facts

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

Reviews for Makeover Macaroni and Cheese

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NJ_mommy_1 User ID: 3034114 106987
Reviewed 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!"

hbaseley User ID: 3311639 106985
Reviewed Jan. 30, 2013

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

stephanie.haggard User ID: 1583978 192603
Reviewed 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 User ID: 6858252 191111
Reviewed 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 User ID: 1074593 106984
Reviewed 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 User ID: 96057 190146
Reviewed Jul. 28, 2010

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

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