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 Time10 mins
Cook Time20 mins
Total Time30 mins
Servings: 8 servings


  • 16 ounces small pasta like shells or elbows
  • 3 ½ cups milk, divided (I like using almond milk or 2% or whole milk)
  • 1/4 cup + 1 tablespoon all-purpose flour
  • 1/4 teaspoon salt
  • 1/4 teaspoon black pepper
  • 1/4 teaspoon ground red cayenne pepper
  • 8 ounces sharp Cheddar cheese, shredded


  • 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.
  • Add flour to a liquid measuring cup. Slowly and gradually add 1/2 cup of milk, whisking constantly. The flour/milk mixture will be thick. 
  • Using the same pot as you cooked the pasta, add 1 cup of milk to the pot  and then whisk in flour/milk mixture until smooth. Heat over medium-low heat whisking constantly, for 2 minutes or until thickened. Gradually whisk in 2 more cups of milk, and continue cooking on medium-low for 7-10 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!


I've only tried making this with almond milk, so I can't guarantee how regular dairy milk or other milk alternatives will turn out.