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You are here: Home / Healthy Recipes / Lightened Up Mac and Cheese

May 13, 2015 38 Comments

Lightened Up Mac and Cheese

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This lightened up mac and cheese is creamy and decadent, with high-quality ingredients. 

I’d like to think that I’m a good multitasker…but then I think of times like when I was making this mac and cheese.

Picture the scene: I’m taking careful notes so I can share it with you (I came up with the method a few years ago and have made it a bunch of times since, but I usually don’t measure), stepping over my dog who’s sprawled out in the middle of the kitchen floor, conducting a mock-interview with my little brother who’s sitting at the kitchen counter because he’s about to have his first job interview, and snapping quick photos of the recipe as I go.

Needless to say, I burned myself not once, but twice. Whatever. I got to drown my sorrows in a big bowl of this mac and cheese.

This lightened up mac and cheese is one of my favorite recipes EVER. Not only is it creamy and decadent, but it’s a lot healthier than your typical mac and cheese recipe since it has no processed cheese in it. Added bonus: you only have to use one pot, which means fewer dishes to wash.
Lightened up mac and cheese made with NO butter or cream! It's skinny mac and cheese! Feel free to use whatever type of pasta you like, including rice pasta and gluten-free flour if you’re sensitive to gluten.

If you can swing it, shred your own cheese so your mac and cheese will be extra creamy.

Serve your mac and cheese with grilled chicken, make it for your next cookout, enjoy it for a Meatless Monday entree, eat it straight out of the pot with a spoon…no judgement here. Enjoy, friends!

Lightened up mac and cheese made with NO butter or cream! It's skinny mac and cheese!
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Lightened Up Mac and Cheese

This lightened up mac and cheese is creamy and decadent, and it has NO butter, cream, or processed cheese in it!
Prep Time: 10 minutes minutes
Cook Time: 20 minutes minutes
Total Time: 30 minutes minutes
Servings: 8 servings

Ingredients

  • 16 ounces small pasta, like shells, cavatappi, or elbows
  • 3 Tbsp. grass-fed or organic butter
  • 3 Tbsp. all-purpose flour
  • 3 ½ cups milk, divided
  • 1/4 teaspoon salt
  • 1/4 teaspoon black pepper
  • 1/4 teaspoon ground red cayenne pepper
  • 8 ounces sharp Cheddar cheese, shredded

Instructions

  • In a medium pot, prepare pasta to al dente according to package directions and drain into a colander. Be sure to not to overcook pasta.
  • Using the same pot as you cooked the pasta, melt butter on medium-low heat and whisk in flour until smooth.
  • Heat, whisking constantly, for 60 seconds or until thickened. Begin to whisk in milk a bit at a time and continue cooking on medium-low for 4-5 more minutes, until thickened again.
  • Remove pot from heat. Whisk in salt, black pepper, cayenne pepper, and shredded cheese. Once cheese is fully melted, gently stir in pasta.
  • Keep warm on low heat until ready to serve and add more milk to thin if necessary, as the sauce gets thicker over time. Enjoy!

Notes:
Freshly shredded cheese will give the mac and cheese a creamier texture than pre-shredded cheese, but pre-shredded will work in a pinch.
If sauce gets too thick, add an additional splash of milk before serving or when heating up leftovers.

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Comments

  1. Courtney @ Running For Cupcakes says

    May 13, 2015 at 7:48 am

    OMG YESSSS!!! I am seriously making this next week!

    Reply
    • Liv says

      May 13, 2015 at 8:27 am

      YESSS do itttttt 😀

      Reply
  2. Stacie @ SimplySouthernStacie says

    May 13, 2015 at 8:34 am

    I have been waiting for this moment forever!! Ok, well at least since you posted the teaser about it like last week : ) I cannot wait to give this a try when I cook sometime next week!

    Reply
    • Liv says

      May 13, 2015 at 1:24 pm

      Hahaha! Monday does feel like forever ago now 😉 So glad you’re giving the recipe a try!

      Reply
  3. Kristina says

    May 13, 2015 at 6:43 am

    ohh I like the idea of using milk! I made a lightened up mac and cheese the other day using plain greek yogurt which was good (the recipe was super creamy without butter, etc.) but it sort of had that greek yogurt tang to it. I didn’t mind, but Adam was like “what’s going on here?” lol. I might need to try with milk instead next time! Thanks!

    Reply
    • Liv says

      May 13, 2015 at 8:31 am

      Thanks, Kristina! I’ve tried using plain Greek yogurt and I’ve noticed the same thing if I use much of it. My family is oblivious that this is healthified (well, I guess now they know!) so definitely give this one a try 😉

      Reply
  4. Ellen @ My Uncommon Everyday says

    May 13, 2015 at 9:38 am

    Yum! I love mac and cheese and this looks amazing! Freshly shredded cheese makes such a difference!

    Reply
    • Liv says

      May 13, 2015 at 1:27 pm

      I agree 100%- using pre-shredded cheese always just makes the sauce slightlyyy gritty because of the stuff they use to coat the shreds so they don’t stick together. But still, it’s hard to go wrong with pasta + cheese 🙂

      Reply
  5. Miss Polkadot says

    May 13, 2015 at 7:55 am

    Way to go out of your way to blog about a recipe ;). I’m trying to picture you with all that multitasking, haha. Sorry about burning yourself twice, though.
    We don’t technically have Mac and Cheese over here but my mum would often prepare a similar dish from scratch using bechamel sauce with added cheese. Your lightened up version sounds super simple [I’m not a fan of standing over the stove for what feels like hours preparing a bechamel] and delicious.

    Reply
    • Liv says

      May 13, 2015 at 8:20 am

      Hey, as long as I burned myself and not the mac and cheese, everything’s all good! 😉 Your mom’s version sounds similar! My version uses a pseudo-Bechamel- I just skip the butter part because I’ve found that it tastes just as great without it 🙂

      Reply
  6. Faith VanderMolen says

    May 13, 2015 at 7:57 am

    Haha! This post was me yesterday! Seriously. I made some mac and cheese and was photo shooting it had my camera hanging around my neck. Almost dumped in my big bowl of cheesy noodles. I didn’t burn myself, but I was a mess:)

    This looks amazing!

    Reply
    • Liv says

      May 13, 2015 at 8:28 am

      HAHAH that sounds just about like my experience! Next time, I’ll try to do a few less things all at the same time 🙂

      Reply
  7. Jessica @ kiwiyogirunner says

    May 13, 2015 at 9:16 am

    I have been excited for this since the sneak peak you gave the other day! It looks AMAZING! Definitely a recipe I can see myself making 🙂

    Reply
    • Liv says

      May 13, 2015 at 1:24 pm

      YAY, hope you love it! Thanks, Jessica!

      Reply
  8. Lauren @ ihadabiglunch says

    May 13, 2015 at 9:19 am

    DROOL. I LOVE mac and cheese, and making it yourself is 10x better. Shells are so necessary with this dish 🙂 thank you thank you thank you

    Reply
    • Liv says

      May 13, 2015 at 1:25 pm

      Shells > all other pasta shapes (at least for mac and cheese!) So yummy 🙂

      Reply
  9. Georgie says

    May 13, 2015 at 9:40 am

    One pot? I’m sold. Also love the step by step visual instructions! So helpful. My dad used to make me a mac n cheese similar to this when I was little and it was hands down my favorite comfort food. I think it’s time to bring it back into rotation 😀

    Reply
    • Liv says

      May 13, 2015 at 1:28 pm

      Aw so fun that your dad made it when you were little! Definitely time to bring it back.

      I love only having to wash one pot, but I haven’t loved any of the one-pot recipes where you cook the noodles IN the milk, so this fixes that problem 🙂

      Reply
  10. Hilary says

    May 13, 2015 at 11:42 am

    This looks amazing! I might be making this as my carb loading for the marathon! So many carbs and hey for mac and cheese this had a pretty high protein serving too!

    Reply
  11. Dannii @ Hungry Healthy Happy says

    May 13, 2015 at 10:52 am

    I love mac and cheese. This is similar to how I make mine, but I use yoghurt too, to make it extra creamy.

    Reply
    • Liv says

      May 13, 2015 at 1:29 pm

      I agree, adding a dollop of plain yogurt is great for adding some extra creaminess!

      Reply
  12. Christine from Cook the Story says

    May 13, 2015 at 10:55 am

    I love the healthy touch you added to this dish.

    Reply
  13. Christine@ Apple of My Eye says

    May 13, 2015 at 12:04 pm

    ARGH. I need to face plant into a giant pool of this ASAP. There is nothing more comforting to me than a biggggg bowl of cheesy pasta. I also love that this recipe is lightened up. In my mind, that’s just an excuse to eat twice as much haha 😉

    Reply
    • Liv says

      May 13, 2015 at 11:11 pm

      Cheesy pasta is the BEST comfort food, no doubt about it. And what good is comfort food if you can’t eat a big bowl of it? 🙂

      Reply
  14. rachel @ Athletic Avocado says

    May 13, 2015 at 1:36 pm

    Wow! can’t believe that this has no butter in it! Yum!

    Reply
  15. Rachael says

    May 13, 2015 at 2:00 pm

    I will have to try this one eventually. I usually make mac and cheese and then eat the leftovers for supper for the rest of the week. Although I do that with almost any meal at college because it is hard to make a meal for one person. I love homemade over box food.

    Reply
  16. Dani @ DaniCaliforniaCooks says

    May 13, 2015 at 2:23 pm

    Love the addition of cayenne. A grown up kick! 😉

    Reply
  17. Hailey says

    May 13, 2015 at 8:45 pm

    Well, thank you for enduring some cooking injuries to bring us this recipe! I’ve never made homemade mac and cheese myself, so I’m bookmarking this one for sure! I’ve only ever had my mom’s and the character kind from back in the day..because let’s be honest…shells or character shapes make the best mac and cheese :).

    Reply
  18. Ellie says

    May 13, 2015 at 10:21 pm

    Would this work with vegan substitutes?

    Reply
    • Liv says

      May 13, 2015 at 11:09 pm

      I don’t have any experience cooking with vegan cheese substitutes, but you could actually just make the recipe as-is and leave out the cheese! I make a healthy alfredo sauce that’s almost exactly like that, and it’s so yummy!

      Reply
  19. Jessie says

    May 13, 2015 at 10:04 pm

    No buttter – no preseratives – only one pot? Ah man, you really outdid yourself in an oh so good way! I’m very happy you decided to share this recipe with all of us. You’re my mac & cheese hero 🙂

    Reply
  20. GiGi Eats says

    May 13, 2015 at 10:06 pm

    These just remind me of my youth and how I used to wolf Mac & Cheese at ALLLLL hours of the day! LOL!

    Reply
  21. Beverley Cheng says

    May 14, 2015 at 11:13 am

    omg you have my heart. looks amazing! question – how much is 8 ounces of cheese… like 2 cups?

    Reply
    • Liv says

      May 14, 2015 at 3:26 pm

      Yep, 8 ounces of cheese is 2 cups!

      Reply
  22. Sammie Jo says

    January 19, 2016 at 1:18 am

    Wonderful texture and flavor without velveeta. Reheats smooth. This was delicious and so easy to make. Makes a bigger batch than I was expecting.

    Reply
  23. Danie says

    September 14, 2019 at 11:30 pm

    I would NOT make this again. It never thickened, even after using a cornstarch slurry on top of the flour already called for. It also lacked any flavor, and tasted grainy and floury. I had to doctor it up with a lot of different spices to make it edible. Fail.

    Reply
    • Alyssa says

      September 29, 2019 at 8:26 pm

      same here, it wasn’t pleasant.

      Reply

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Hi, I’m Liv! I originally started blogging to share easy meals I made in my college dorm kitchen. Years later, as an attorney now, my goal is still to share delicious, approachable recipes with simple ingredients. You can most often find me running, eating ice cream, and making a mess in my kitchen. More...

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