Lighter Baked Macaroni and Cheese

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This creamy baked macaroni and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It’s comfort food at its finest!

This creamy baked macaroni and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It's comfort food at it's finest!
Baked Macaroni and Cheese

I love homemade macaroni and cheese. It’s so much better than the boxed versions, but mac and cheese can be so heavy that it’s hard to enjoy it very often. This healthier mac and cheese recipe is not only lighter, but it will also be a hit with your kids. My skeptical daughter gave it her approval. For low-carb macaroni and cheese options, try Baked Spaghetti Squash and Cheese or Baked Cauliflower “Mac” and Cheese.

This creamy baked mac and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It's comfort food at it's finest!

If you want to make this recipe a quick stovetop mac and cheese, you can skip the last step. Just serve it without the breadcrumbs and grated cheese.

I lightened up this casserole in four ways:

  1. Reduced the butter
  2. Used reduced fat cheddar cheese
  3. Replaced cream with skim milk and chicken broth
  4. Added fresh baby spinach

For creamy macaroni and cheese, it’s essential to choose a good cheese. Grating the cheese yourself will give the the smoothest cheese sauce.

Tips for Perfect Cheese Sauce (not grainy or gritty)

Have you ever made a mac and cheese that wasn’t creamy or smooth? Instead if was grainy or gritty? The worst! Here’s a few steps you should take for perfectly creamy cheese sauce.

  1. Shred your own cheese. For this recipe, grating your own cheese will give you the smoothest results.
  2. Start with a white sauce. A white sauce is made with butter or olive oil stirred with flour and milk. It thickens once it cools, then you stir the cheese into it to make your cheese sauce.
  3. Do NOT add the cheese to boiling sauce. When adding the cheese, remove the white sauce from the heat completely before adding the cheese. I usually move this to a different burner so it stops boiling. You don’t want to add the cheese to the mixture if it’s boiling/bubbling. Doing so will cause the cheese to break down causing a gritty texture.
  4. Add the cheese a little at a time. I usually do this 1/4 cup at a time, whisking in between until it’s all melted.

Is mac and cheese unhealthy?

Mac and cheese isn’t necessarily unhealthy, but it depends on the recipe – some recipes are worse than others. Macaroni and cheese does have a good amount of protein from all the milk and cheese. However, the calories can add up quickly, so it’s important to keep your portion size in check.

I also added spinach, which is another good source of fiber. Not to mention, spinach is packed with a variety of vitamins and minerals. The reduced fat cheese and skim milk help keep the calorie count down. A one-cup serving of this healthy mac and cheese comes in at just under 300 calories.

What do you serve with mac and cheese?

This easy baked mac and cheese would make a delicious main dish for dinner for a busy weeknight. If you want to add a side, you could serve it with a side salad like this chopped wedge or Caesar salad. Or serve it as a side dish with an entrée like turkey meatloaf or baked chicken tenders.

Can I refrigerate before baking?

Yes, you can refrigerate macaroni and cheese before you bake it. This make-ahead mac and cheese is a great option for meal prep. Do all the cooking whenever you have the time and bake it right before you’re ready to eat.

To refrigerate before baking, you will complete all the steps up to putting the mixture in the pan. Cover the dish with foil and refrigerate for up to two days. When you’re ready to bake it, pull the mac out of the fridge while the oven is preheating and top with breadcrumbs and Parmesan.

You will need to bake the macaroni and cheese casserole a little longer since it’ll be cold. Bake for about 30-40 minutes until heated through.


  • Switch out the spinach for other vegetables like mushrooms or broccoli.
  • Sub the 2% cheddar for reduced fat Gruyere.
  • Use whole wheat, gluten-free, or chickpea pasta instead of fiber-enriched pasta.
  • Try a different shaped pasta like farfalle, rotini, or penne.
  • Swap the breadcrumbs for panko.

white sauce for mac and cheeseThis creamy baked mac and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It's comfort food at it's finest!This creamy baked mac and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It's comfort food at it's finest!This creamy baked mac and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It's comfort food at it's finest!This creamy baked mac and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It's comfort food at it's finest!

More Macaroni and Cheese Recipes You’ll Love:

This creamy baked mac and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It's comfort food at it's finest!
Print WW Personal Points
4.92 from 23 votes
Did you make this recipe?

Lighter Baked Macaroni and Cheese

261 Cals 13 Protein 36.5 Carbs 7.5 Fats
Prep Time: 15 mins
Cook Time: 35 mins
Total Time: 50 mins
Yield: 8 servings
COURSE: Dinner, Lunch
CUISINE: American
This creamy baked mac and cheese recipe is a lighter version of the classic recipe with added fiber from spinach. It's comfort food at it's finest!


  • 12 oz elbow macaroni, wheat or whole wheat
  • 2 tbsp butter
  • 1/4 cup flour
  • 1/4 cup minced onion
  • 2 cups skim milk
  • 1 cup chicken or vegetable broth
  • 8 oz reduced fat cheddar, for best results shred yourself
  • salt and pepper
  • 4 cups baby spinach
  • 2 tbsp grated Parmesan
  • 1/4 cup seasoned whole wheat bread crumbs
  • olive oil spray


  • Cook pasta in salted water according to package directions. Spray a baking dish with buttered flavor Pam.
  • Preheat oven to 375F°.
  • In a large, heavy skillet, melt butter. Add flour and cook over low heat stirring with a whisk.
  • Add onion and cook another 2 minutes. Add milk and chicken broth and continue whisking, raising heat to medium-high until it comes to a boil and becomes smooth and thick. Season with salt and pepper.
  • Once it becomes thick, remove from heat, add cheese 1/4 cup at a time and mix well until cheese is melted. Adjust salt and pepper to taste, add cooked macaroni and baby spinach.
  • Pour into baking dish. Top with grated cheese and breadcrumbs. Spray a little more oil on top.
  • Bake for 15-20 minutes, then broil for a few minutes to get the breadcrumbs golden.


Serving: 1cup, Calories: 261kcal, Carbohydrates: 36.5g, Protein: 13g, Fat: 7.5g, Saturated Fat: 4g, Cholesterol: 20.5mg, Sodium: 277mg, Fiber: 5.5g, Sugar: 5g
WW Points Plus: 7
Keywords: baked macaroni and cheese, baked macaroni and cheese recipe, Healthy Macaroni and Cheese, macaroni and cheese with spinach

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  1. HI! if you put in broccoli, should it be cooked in advance?

  2. This was delicious! I had to use the pre-shredded reduced fat sharp cheddar cheese because our Kroger doesn’t carry it in blocks, but it still turned out great. The parmesan breadcrumb mixture browned up perfectly with the cooking spray, and it was very, very tasty.

    This one is going into the rotation. My family gobbled it up!

  3. I’ve made this twice now. First time I followed the recipe apart from using olive oil instead of butter and was very happy with the results.
    Second time, I used a wild mushroom and sage olive oil instead of butter. I sautéed the onions before making the sauce and added them at the end with the spinach. 

  4. It’s creamy and luscious, just like mom used to make. Only healthier!

  5. The recipe says “or vegetable broth”…

  6. Delish!  Only thing I changed was 1 cup skim and 1 cup fat free evaporated milk.  Was worried that all low fat items wouldn’t make this as tasty.  It definitely was, it was great and my husband said, ‘you should make this more often’!  A keeper, thank you! 

  7. Delicious thank you!

  8. When I first began to whisk the butter and flour together the flour clumped.. I just worked through it and it turned out fine! Just curious as to why that happened… otherwise delicious!!

  9. This sounds amazing! Going to make this for Easter tomorrow but can it be prepared a day ahead and baked the day of?

  10. How do you know how Much is a serving for the 10 points and the blue weight watchers plan

  11. Can I freeze this Mac and cheese recipe?

  12. How did everyone freeze this?

  13. I made this with a few slight variations and it was a huge hit. I omited the spinach altogether, and I cooked the onions in the pan with the butter first before adding the flour and milk. I also used evaoporated low fat milk in place of skim milk and sprinkled some garlic powder in the creamy noodle mixture and also in the breadcumb topping.

  14. Made this last night, and loved it!

    A few tweaks we made;
    Whole wheat flour
    Chopped/shredded the spinach
    more breadcrumbs on top
    topped the bowls with cooked bacon crumbles.

    next time we thought we would try using half green pasta, half regular (or whole wheat) pasta. No spinach (since we will use the green pasta). We also thought maybe we would try broccoli added.

    Nonetheless this recipe is delicious and will make again!!

  15. Awesome and easy to make

  16. What size baking dish? 

  17. Can you make this without baking it? My kids tend to like a creamy Mac and cheese or would it not be good right out of the pot? 

  18. Very good recipe for Mac and Cheese!  Really liked the results. My only edit was that I added a little olive oil to bread crumb mixture to help it brown up. 

  19. Oh my goodness! The onion is definitely a secret ingredient! This will be my new go-to recipe! Thank you!

  20. Hello. I have read and reread this recipe. I seem to be missing how to transform this into a freezer meal. Are there directions I am missing? Thank you.

  21. If I add mushrooms instead of spinach, do I need to sauté the mushrooms first to get the liquid out? Thank you.

  22. Wow!
    Huge hit in our house and definitely adaptable based on what you have on hand. I had broccoli instead of spinach and used some garlic and paprika too!
    Can’t wait to see what else is on this blog!

  23. Hi Gina! I love all your recipes, they never disappoint. I have a gluten allergy, a real one, not a trendy one. Have you had any success making this roux with gluten free flour, oat flour, or some other alternative? I really would like to try this recipe, itching for a delicious gluten free mac and cheese :).

    • Honestly I haven’t tried, if you do please let me know.

      • I made this last night with arrowroot powder instead of flour, chickpea pasta and raw cheeses and it turned out fantastic!

    • I use a gluten free flour mix all the time to make a thickened white sauce with no problem. 
      I warm up my liquids before adding them to reduce the cooking time. 
      I haven’t made this recipe yet, but it’s white sauce is similar to others I’ve made. 

  24. Delicious! I was looking for some guilt free comfort foods and this hits the spot. I managed to get this down to ~3 smart points on the purple plan. I swapped out the broth for the vegetable broth (I’m vegetarian) and used wheat pasta! Still delicious! Thank you! 

  25. I think this recipe would be better without the spinach. The spinach is too earthy for this creamy favorite. If you do use the spinach, be sure to wilt it first or it will never incorporate into the cheese. I was a bit frustrated to have to stop, pick out spinach and then grab another pan to wilt it. The cheese sauce is fantastic.

    • I think the spinach is delicious in this recipe! Great way to get extra fiber into a rich dish. I think it is just preference. To each her own. 🙂

  26. I just have to say, I absolutely love your recipes and this one is fantastic! But onions should never be added to mac and cheese. Just don’t do it y’all. SO SO much better without them. They were overwhelming. Thanks for all of the recipes though, just my personal opinion! 

  27. To freeze, do you do we very step and then freeze or through step 6, freeze, then bake?

  28. Just a little tip for everyone, buy better plastic baggies. I wash mine with my dishes and use them over and over. I also get them them on bogo. Saves you money and the environment.

  29. Gina, once again you have done it! The Mac and cheese with spinach was excellent. 👍👍👍👍👍 I wouldn’t change a thing about the recipe. I served it with baked ham, pineapple and beets. My husband and I loved it!
    Thank You, 

  30. Even my very picky son who hates spinach he went back for thirds!! I ended up putting in garlic salt and onion powder in it. I also only had Italian panko bread crumbs and can I say DELICIOUS!! Per other reviews I also decreased the noodles and it was perfect! and very yummy I’ll definitly be making this again! Also before I put the cheese in i took it off the stove and let it sit for 30 seconds before I added the cheese very slowly and it was super creamy and SO DARN GOOD!

  31. Having trouble with the step of flour and butter! It keeps turning to lumps. What am I doing wrong?

    • Hi! When making a béchamel (white sauce), this first step of mixing and cooking the butter and flour is called making a “roux.” It’s actually okay if your roux is a thick paste (aka globs of flour and butter), which usually happens if you add more flour than butter, or if it’s a thinner, more liquidy consistency–which happens if you add more butter than flour. Assuming you’re adding the right proportions listed in the recipe, I wouldn’t worry about it. The important thing is that your roux is consistent–that the butter and flour are incorporated evenly with each other. Even if it’s a very thick roux, that will just make your final sauce a bit thicker.

      If your roux is consistent, just thick, then make sure that you’re adding the milk in bit by bit, whisking constantly and heating as you go, and then I’d add the broth afterwards. If you dump a bunch of milk (especially cold milk) in all at once, it will chill the butter in the roux and make it lumpy. This isn’t irreparable at all; you just have to wait for it to heat up again, but to avoid it, just add the milk in gradually so it can heat up gradually. Usually when you first add the milk to the roux, it will kind of weirdly soak it all up and turn even thicker–don’t panic, just keep adding in milk maybe a half a cup at a time, whisking each time so it incorporates smoothly. Good luck!

  32. Can broccoli be substituted for spinach? If so, how much?

  33. Made this today and my whole family went nuts! It was simply amazing! 
    Skipped the onion and tossed in some garlic powder. 
    Thank you for posting this!

  34. Can i use almond milk instead of skim milk

    • Same question, I can’t get to the store today, I have everything else, and I have almond milk.. Thanks Gina, looks delicious! I’ve been using your recipes and recommending them for years!

      • I decided to try and make with almond milk, some chopped up leftover ham and some kale. It is delicious, thank you!

  35. What size dish? I tend to use 9×13 but that seems too big?

  36. It would be nice if your recipe included a size for the baking dish. A dish with high sides will cook up different then a dish with lower sides and could change the recipe completely.

  37. I always get a lumpy sauce with your directions on almost all recipes 😭 what gives?

    • Shred your own cheese.
      Do NOT add the cheese to boiling sauce. I usually move this to a different burner so it stops boiling. You don’t want to add the cheese to the mixture if it’s boiling/bubbling. Doing so will cause the cheese to break down causing a gritty texture.
      Add the cheese a little at a time. I usually do this 1/4 cup at a time, whisking in between until it’s all melted.

  38. This looks delicious however it is labeled as vegetarian and contains chicken broth, just a note to the publisher! Will definitely try this with vegetable broth!

  39. Id like to make this recipe using butternut squash spirals or similar instead of pasta. I wonder what the best method of subbing it in instead of pasta would be? Would it bake up if I added it raw? Cook it first or would it disintegrate?

  40. This is honestly one of our all time favorite recipes!! On weight watchers, I use 150 calorie noodles and trader joe’s Lite mozzarella/ 3 cheese blend- brings the points down to like 7! I also add a hearty 1-2 TBSP of Lawry’s Garlic salt with parsley. No one knows it’s healthy and I make it all the time for get together. Thank you!!!!!

  41. This was amazing! I added some roasted Brussels sprouts to it and it came out tasting so wonderful. I have placed it in the freezer ( I cook just for myself) and I have to say that it freezes wonderfully. This with your turkey meatloaf and I had a nice home cooked meal.

  42. I made this last night and it was super yummy.  My 9 year old went back for seconds.  I read some of the other reviews about it not being cheesy enough so I just cut back on the noodles and I have to say it was creamy and delicious.  We will definitely be having this again.  Thank you for all of your awesome recipes ??

  43. Loved this recipe! I added Worcestershire sauce and some chili powder. Great recipe. Had it with steaks and sweet potatoes s 

  44. Going to print this off but will try substituting cauliflower for the macaroni. Now off to put this in recipe builder for the points without the pasta

    • Just put this in recipe builder omitting the pasta for cauliflower & olive oil instead of butter (might research butter flavoring). The calculated at 4sp for 8 servings. 

  45. This is delicious. One small nitpick: the recipe not vegetarian as labeled; it uses chicken stock. 

    If you subbed vegetable stock, *then* it would be vegetarian. 

  46. This was delicious!! Great flavor and the breadcrumbs add a nice crunch. Will definitely be making this many times in the future:) 

  47. Pingback: Light Stove Top Macaroni and Cheese - 9 SmartPoints • Simple Nourished Living

  48. Gina, I’ve made this many times and my hard to please kiddos and family love it. I love the rich taste with the chicken broth and milk but love that it’s a lower fat option. Thanks for posting!

  49. Cut the recipe on half as I only cook for two. Added some leftover ham. It was amazing. Thanks for another wonderful meal.

  50. Pingback: Why Your Workout To Lose The Baby Weight Isn't Working - Joyful Messes

  51. Have you thought of creating a recipe for cauliflower “mac” and cheese? I am looking for a lower carb recipe. I love all of yours that I have tried.  Love that you have the nutritional stats.  We both are diabetic and are able to keep our numbers in range with your recipes. THANKS!

  52. Hi Gina! Can this be made the night before and baked the next day? If so, whats the best way to do it without ruining the quality of the dish?

    thanks so much!

  53. I think I am going to try this, without the spinach! My hubs doesn't like many veggies. Maybe I'll use broccoli instead!

  54. I also used whole wheat flour because it's all I had. It was a litle grainy, I think because of it. Is that why?

  55. Very good 🙂 I want to eat :)))

  56. Could you add shredded chicken to this?

  57. It's the 4th of July, I'm in England and its raining, surprise surprise. Instead of BBQ I have made some good old American comfort food, Macaroni & Cheese skinnytaste style! It was delicious! I stayed as true to the recipe as I could but here are my changes:

    I only used light butter
    I did not add spinach
    I used 30% lighter mature cheddar cheese
    I added 8 rashers of smoked back bacon (with all the fat cut off)
    I used 20 grams of parmesan (instead of 1/8 of a cup)

    It didn't taste diet at all, my husband loved it! It just proves lower fat ingredients can be just as tasty. Thank You Gina!!

    p.s. 1 serving with my changes came to 313 calories and 12.8 grams of fat according to the my fitness pal app. We has 2 servings each as our main evening meal, it was worth it and meant I could have a diet friendly breakfast and lunch and still be within my calories & fat for the day!

  58. What a wonderful recipe! I made a few changes – I used 2 cups veggie broth/1 cup milk & add some frozen mixed organic veggies.

  59. Hi Gina,
    I'm just coming across this recipe now and it looks delicious. Have a question though… I am in a gluten free diet so I will obviously make adjustments. Do you know whether the GF flour can be replaced for the regular flour in this recipe?

  60. Just made this to divide up and take along with my lightened-up Salisbury steak for work lunches. It's pretty good. Personally, I didn't find it as flavorful as regular mac & cheese, but that fact that it's lighter, it's pretty yummy.

  61. This…was seriously amazing. I made it exactly as is (except for the whole wheat bread crumbs, couldn't find them in store, and was too lazy to make my own!) and it was oh-so-good. THANK YOU for sharing this and all of your creations — my family of 5 ate this, and not even one nose was turned up!!!

  62. Thank you for this! Absolutely delicious!

  63. P.S. I added broccoli along with the spinach and used veggie pasta. My 3-year-old and 1-year-old both love it.

  64. I'm eating this right now. I've made this recipe several times before but always forgot to comment to tell you how yummy it is. I share your site with people all the time. I can't say enough good about it. Thanks Gina!

  65. Does anyone make anything else to go along with the mac and cheese? Like a side dish, or it usually enough on its own?

  66. We all thought this was delicious – even my 7 year old! Found my new fav recipe for Mac and Cheese!! Thanks for posting!!!

  67. This recipe is a keeper. I did not make any changes and found it to be perfect. Thanks for another great recipe.

  68. Can I make it ahead of time except for the baking and then put it in the oven when company comes?

  69. This is a great recipe! I love mac & cheese, it's nice to be able to eat it without all the calories! I did adapt your recipe by replacing the spinach with broccoli and I also included smoked paprika along with a little extra broth.

  70. I made this tonight and it was AMAZING!!! My onion must have been very strong because I could taste it quite a bit so i might try reducing the onion by 1/2 next time but overall it was creamy, rich, delicious. It made plenty of sauce that thickened up nicely. Thank you!!!

  71. My mother in law always added drained stewed tomatoes to her mac and cheese. Very good. I'll try this with broccoli and stewed tom.

  72. So good you can't even tell it's light! I love Gina's super easy to follow instructions!!! This was fantastic!

  73. I just put this in the oven a few minutes ago but not before trying a heaping spoonful. Holy YUM! It's a miracle it made it into the oven. I can't wait to taste it when it comes out but I could easily eat it without even baking. Followed the directions exactly right down to the Ronzoni Smart Taste and Sargento 2% mild cheddar. Thanks for another winner Gina!!

  74. @Gina, is there a lactose free substitute for the milk in this recipe?

  75. Everything I've tried on your site is right on. Trying this dish this weekend on hubby and son. I love spaghetti squash. Ready to buy your cookbook when its ready. Losing weight too. Keep the delicious recipes coming

  76. Hubby made this for lunch today. Holy moly, it was *so good*. It was everything I could do to portion it out for meals over the week… I wanted to eat the whole pan! 🙂

  77. This was delicious! The first time I made it I did bake it, and it turned out perfect. It was so easy to cut into servings because it held together so well. The second time I made it I didn't bake it and ate it as a stovetop mac and cheese, which I think was even better then the baked. SOOO much better then the kind I used to get out of the box! Will definitely make it again.

  78. I made this without any butter…just olive oil and followed the rest of the recipe exactly how it is. was perfect. absolutely, no questions asked, perfect. served it with roasted brussel sprouts. yum!

  79. I made this today, but, because I did not shop for it, i had to use a couple of substitutions. It is delicious! I used reg elbows, didnt have enough 2% cheese and had to add 3 ounces of velveeta, substituted broccoli for spinach and added a quarter teaspoon of red pepper. It was yummy and not sure it was quite within the points, but next time will get the other pasta type and make sure i have the right amount of cheese. The red pepper was a bit much for hubby, but it was good for me, so if someone wants to add it for a little bite, but have folks who dont like the heat so much, 1/8 tsp might be a better in-be-tween. ALSO.. .one more idea. lower points so you can have more by substituting a percentage of the pasta for cauliflower?? Had no prob with roux. Loved it, thank you!

  80. I just made this macaroni and cheese for dinner today and it was delicious! I used rotini instead of macaroni noodles and my whole family said it was yummier than restaurant macaroni and cheese. Thank you so much for yet another tasty skinny recipe! 🙂

  81. This looks great! I do my light mac and cheese a little differently. For sharing sake: First, I make a vegan butternut squash soup (1 cooked white onion, 1 cooked butternut squash, and 1 bulb of roasted garlic all pureed + salt and pepper AND dry mustard and sweet paprika to taste). I add it pre-cooked macaroni (just until it is creamy enough). Fold in some very old cheddar (the right cheese is key, people) and bake till it starts to brown!

  82. Delicious! Even my non-vegetable-eating hubby says its great.

  83. I made this tonight! While making the sauce, I added a few shakes of Kernal Season's Ranch popcorn seasoning. It gives the macaroni a little extra kick that I was looking for! Love it!

  84. Making this now and 4 cups of spinach seems like a lot!
    I bought a 10 oz. package, also needs to be split apart/chopped or this whole recipe wouldn't fit in my skillet–that's for sure.

  85. Would the cooking time be the same if I used ramekins?

  86. great recipe! used italian seasoned stuffing instead of panko bread crumbs – amazing!

  87. Awesome and easy to make as usual!!!

  88. OMG! Best mac n' cheese, and I am very particular about my mac n' cheese. Just made to bake later w/ dinner. Had to sneak 1 c out of baking dishe, so I could eat as is for lunch! Omitted bread crumbs and mixed 1/4 of parm into cheese sauce instead of 1/8 c on top. Soooo good! You did it again Gina!

  89. LOVE this recipe! I have made it several times for my family, I add uncured ham to make it a "well rounded" dinner. Thanks for all the amazing recipes!

  90. Made this tonight and it was AWESOME. I do wish the instructions were a bit clearer, though. I think next time I'll slice up the spinach a bit because it was hard to mix in evenly. Overall, delicious. Thanks!

  91. Last night my sister made your turkey burgers and strawberry cheesecake and they were AMAZING. She didn't have to tell me twice to check you out; I came here right away and made this for my first meal. I love to cook/bake, but my husband and I are trying to be more conscious of what we're eating. It's like you somehow know how to make everything delicious AND healthy. I don't feel like I'm missing out on anything! THANK YOU (make the mac 'n cheese! It's creamy without being too rich, and the spinach adds a lovely freshness)

  92. Gina, I love mac and cheese, and I want to try this recipe. 8 servings is way to much as I know that I may be the only one to eat it. Can you help me make a much smaller serving?

  93. Hi Gina,
    I've made this mac & cheese a few times and every time, the cheese comes out grainy. Do you know what I can do to make the cheese come out smooth? My kids love it, but I can't get past the texture.

    • Sounds like maybe your roux is breaking. Try heating up the milk and broth before adding it to the butter/flour combo, and add it slowly, in increments. Whisk constantly until the liquid is absorbed, then add more, whisk…repeat. 

  94. I COMPLETELY want to make this… I guess I missed it when you originally posted it but I am excited by this recipe for sure.. Kraft dinner is my fave food (along with chocolate ice cream) but I just can't justify the points. Sigh!

  95. Really good. If your kids don't like onions, cook them alone with a bit of Pam and sprinkle it on top under the bread crumbs. Customized mac and cheese. Yum.

  96. I just made this for dinner tonight and it was a big hit! It was so good and flavorful! I LOVE your recipes. They are pretty much all I make anymore! Thank you for sharing!!

  97. I made this tonight… spectacular! Thanks again, Gina!

  98. Gina,

    Thanks for a great recipe. I love mac and cheese, but don't eat it often because of the fat content.

    When I decided to make this recipe, I didn't have spinach or breadcrumbs on hand. So, what I ended up doing was adding broccoli florets and a can of tuna (to get those extra omega-3s); then, I crushed whole-wheat ritz crackers on top. It was great! However, I would recommend making a bit of extra sauce to cover the larger sized vegetables and extra tuna, as mine was a bit dry after I took it out of the oven.

  99. Hi. Read a comment a while back and you told the poster to not measure noodles by cup, but weight or you will come out with wrong measurement. Stupid question probably, but I measured the dry noodles in oz with measuring cup because I don't have a food scale…was that not a good Idea? I have the dish in the oven, but I would like to know for future recipes..Eventually I will invest in a scale..thank you


    • Cups measure fluid oz which aren’t the same as oz by weight! Easy to confuse though.  But they’d definitely be different.  

  100. This was amazing! Both my husband and son loved it. My three year old son even had 2 bowls! We'll definitely be making this again soon!

  101. Maybe I didn't make this right, but for me all it tasted like was noodles and breadcrumbs..hardly cheesy. I followed the recipe well, but this is probably the only recipe of yours I've tried where I don't think I'll be remaking.

  102. I don't know what I did wrong. Maybe it was my calculations when I converted the pasta and cheese into cups. It turned out quite runny, and a little bland!

  103. Gina, I've been craving mac n cheese so was thrilled to find this on your site! I'm new to cooking, and would like to use butternut squash so my DH will try it. How would you recommend substituting the squash for the spinach, for quantity? I bought cubed squash, should I cook it at all before adding it?

    many thanks to you and everyone adding tips in the comments!

  104. I stumbled across your website via Pinterest. I am a novice at cooking to say the least and this was the first recipe I tried of yours – turned out perfect! Thanks so much and can't wait to try other recipes!

  105. Delicious! It didn't taste like I was eating lo cal mac & cheese by any means. In fact, this recipe was better than some of the regular mac & cheese recipes I've made in the past. Definitely a keeper. I'll be putting this recipe into my regular rotation.

  106. I have to say that this was amazing!!! I made it for the first time tonight and it came out so much better than expected and I am so excited to have a recipe for macaroni and cheese that I can actually eat on while on WW. Even my husband, who is very picky about eating "light" couldn't get enough. Thank you for this recipe!!! I can't wait to eat leftovers tomorrow!

  107. I plan on making this on Tuesday and was wondering how much butter I should use, are you calling for 1 TBSP butter AND 1 TBSP Light butter? Why not just use 2 TBSP of Light butter for the entire recipe… I'm a little confused on that part. However, this sounds great and I am looking forward to making it! Your website is amazing!!!!

  108. I have tried lots of lo cal Mac and cheese recipes and this one is by far the BEST one!!! It was so creamy and delicious. Plus my kids ate it all up…spinach and all! Thank you!!!

  109. Tried this today. Recipe was easy to follow. Made a few adaptations so I had to adjust my points as my grocery store does not carry sargento reduced fat cheese. I used Kraft Fat Free cheddar. It was wonderful!!

  110. I made this for Super Bowl Sunday and it was just o.k. I had to add more butter because it was not enough to get the flour cooked in. The bread crumbs did not really brown either, even thought I baked it for 20 minutes. It was pretty bland, so after it was baked I had to liven it up with some onion salt and stir it up, which helped. I'd make it again, but next time will add a lot more seasoning and maybe some mustard.

  111. Delicious!!!! This was easy to make and so yummy. I will definitely be making this again! Thanks!

  112. Made this along with your split pea soup tonight! It was superb! I will be making it again on Sunday to bring to my mother's house for the superbowl party we are having. It will go well with the pulled pork sliders we'll be having! Thanks for the recipe, Gina! What would you suggest is the best way to make this portable? Should I wait and bake it over at my parents house? Or reheat it? Thanks!

  113. Ohhhh I can't wait to make this tonight. I'll add some crushed red pepper flake or cayenne to the bread crumb mix. Might also use some center cut bacon and crumble a little over each serving. It will change the points but will be a nice treat. Did I mention I can't wait to make this!?!?

  114. I made this for the first time tonight and both my husband and I loved it! I added some cayenne pepper to spice it up a bit and it was very tasty.

  115. This is one of your best recipes!!!loovvve it!

  116. Found your website yesterday and I have already made 3 of your recipes. I made this one tonight and the family loved it. I actually used Unsweetened Almond Milk instead. It did take a while longer to thicken up, but worth the calories saved. I sauted mushrooms seperately and added it to my serving. Yum!

  117. dumb question…should the cheddar be grated?
    i'm excited to try it!

  118. Not sure if anyone suggested this because I didn't read through all the posts, but I think I'll substitute tofu shirataki elbow noodles for the pasta!

    Can't wait to try it!

  119. I think they would bake ok in muffin tins, I would just bake it for less time.

  120. Gina,
    I love all of your recipes and I have to say this one has been a big hit in our home. We actually used Almond Milk and it came out great. I wanted to make Mini Max and Cheese for a BBQ this weekend do you think it will bake well in a muffin pan? If not do you have any ideas.
    Thanks Again.

  121. I'd like to see an ACTUAL REVIEW from someone who went the extra mile to make one of these skinny dishes. Who cares if your going to make this dish today and that dish next week. Let us know the outcome and taste.

  122. I made this tonight – hit with my hubby and my 2 year old. I was hesitant about the spinach, but it was great!! My embellishments: I added about 2 T of Dijon mustard, a few shakes of green Tabasco, some garlic power, and a dash of nutmeg before stirring in the cheese. This is definitely going in the rotation! Thanks again Gina!

  123. I am all for healthy mac and cheese especially if it tastes good. I am going to try mine with spinach next time I make it. Great recipe!

  124. This recipe is absolutely delicious. Thank you for making one of my all time favorites possible to eat again.

  125. Hey Gina, this is from a previous convo:

    "12 oz of dry pasta, don't measure the dry pasta by cups, it expands when cooking and you'll get the wrong measurement. Weigh the pasta before cooking. 2 oz dry usually yields approx 1 cup cooked."

    So you're saying don't measure it by cups but rather by weight? If so, does that mean I need to buy a scale? Sorry, I'm confused too.

    I'm making this for my family for Thanksgiving and want it to come out perfect so they have no clue it was made lighter. I'm trying to be sneaky. 🙂

  126. Hi Gina!!

    I thought I'd add my experience too!

    This recipe is a hit at our house. I love that I can leave it as is or bulk it up with other veggies.

    As far as the sauce thickening, my husband refers to me as "THE IMPATIENT CHEF". Do I need to elaborate?? Basically, he often hears me say "I'm not sure if this is ready, but I'm done waiting."

    Point being, I waited for it to thicken and eventually it did.

    Thanks for sharing!! Such a great resource for foodies trying to be healthy!

  127. This Mac and Cheese is awesome!!! Throw a bunch of other veggies in the bottom of the pan – like broccoli!

  128. Dear Gina,
    I couple of years ago I was on a diet for a few months,it was very easy to follow my doctor´s advise, but sometimes you know we need to eat something diferent, so my doctor advised me this Spanish cheese she said I could eat with any thing as it was low fat, so I tried and I have to say I never got any weight back, so why don´t you give it a try,just have a look at this website and let me know what do you think.
    kind regards

  129. Like @parakiel, it came out to 8 points for me, too. Maybe my light butter isn't light enough…? Either way, it was wonderful. I am totally hooked on your site, Gina! 🙂

  130. This is by far my favorite recipe from your site. Upon my friend's recommendation, we made it a buffalo chicken low fat mac and cheese by adding a cup of hot sauce and 24 oz. of canned chicken! I am making this tomorrow! You are amazing Gina! Thank you for getting me excited about cooking again!

  131. I made this last week and didn't love it. I felt like it was spinach overload and didn't have that "macaroni taste." Please note that all of the recipes on this site have been great, so I'll keep trying other things.

  132. Just had this for lunch. Love how creamy the sauce is (and it thickened up perfectly). I followed instructions exactly this time, and it was pretty good – my daughter likes it. Next time I'm going to replace some of the cheese with a sharper variety of cheddar for a little more zing and maybe add a little mustard powder.

    Thanks so much! This is definitely a keeper.

  133. This was so delicious! The sauce took about 7-10 minutes to thicken after I added everything. I used an entire small yellow onion and added a few cloves of garlic because I enjoy the flavor. Couldn't find whole wheat bread crumbs anywhere so just used regular italian. Even my non-dieting roommates were exclaiming over the flavor!

    Thanks so much!

  134. This recipe was a hit at our last dinner party! Thanks for letting me share it on my blog!

  135. Not sure, did you use the same cheese?

  136. We really liked this recipe, even with the spinach my hubby enjoyed it (and I had my doubts). But I have a question: when I went to put it in recipe builder so I could track the points online, it came out to 8 points per serving instead of 7. Any ideas why. I double checked all the ingredients, measures and instructions.

  137. I did not care for this one too much. Mine came out pretty dry and not very tasty. Not sure what I did wrong. Only thing I changed is substituting the milk for Almond Milk since we don't keep regular milk in the house.

  138. Aww, congrats!!

  139. Friends brought us this for dinner last night (we had a baby 2 weeks ago) – it was DELICIOUS. Definitely bookmarking it to make on our own, too!

  140. I made this last night and it was awesome! I halved the amount of pasta by replacing it with diced cauliflower florets and it was scrumptious! My 7yo is asking for this for leftovers for school!
    Thanks for a great recipe!

  141. Made this tonight for dinner! Amazing!

  142. Made this again tonight but put less spinich and added green chilis! Still delicious. (I also add chicken sausage.) I might get adventerous and make a "buffalo style" version one of these days. Thanks again for these life savers Gina!

  143. I'm so glad you were able to convert this to suit your dietary needs! I wouldn't not have been able to figure that out so thanks for sharing!

  144. Gina, I have been a long follower of your blog but this is my first comment. I have lost 30 pounds with Weight Watchers and I have about the last 15 to thank of you. You have made cooking and eating healthy fun again. I anticipate your recipes every week! I also have the issue of having to be Gluten Free/Dairy Free/Egg Free. I have had a lot of fun converting your recipes to something I can eat.

    This recipe has been one of my favorites. My fiancee has asked me to make it again twice this week. To make it suitable for my allergies I use Brown Rice Pasta, Daiya Vegan Cheese, Unsweetened Coconut Milk and Smart Balance Light. Instead of breadcrumbs I use crunched up baked chips. And I up the onion a bit for some more flavor. I'm not 100% sure on how the points will change but I am so pleased with the flavor I could care less!!

    Thanks again for your blog!

  145. Yummmm!!! Oh this hit the spot, I felt sooo guilty eating it! I could only find Mexican cheese blend in 2% milk, it was still very yummy, but I will look at a few more stores to try and find the cheddar blend 🙂 I have loved all your recipes! Thank you!

  146. Thanks Shae, I love every comment I get! I'm glad this worked out great for you, I love this as well! Perfect comfort food!!

  147. Thumbs up from my family! I found your blog through MFP and am so happy I did. This was the recipe that brought me here so I knew it would have to the first one I tried. All I can say is it will not be the last. I made it with sharp cheese, it was store brand but I have always liked kroger's store brand and this turned out perfect. I also added a little garlic powder (ok,a lot of garlic powder, I really like my garlic 🙂 and onion powder for a little more flavor impact. The sauce did take a little bit to thicken but I expected that with skim milk and didn't rush it. By the time I added the pasta it had thicken a bit to much, which may have produced the dryness that some have spoken of, no big deal though I just added more of the chicken broth and it was fine. This was really a treat, it turned out so much like our normal mac and cheese did, the kind we really can't make now that we are trying to lose weight, and I was able to eat a hefty serving rather then just a bite or two like I do the other stuff. I know you here it over and over but you really are doing something wonderful here. Thank you.

  148. AMAZING AMAZING AMAZING! My husband gobbled it up and 2 1/2 year old had seconds! This looked beautiful and tasted INCREDIBLE! Thank you for helping me make my family healthier!!

  149. I suppose you could, it will chance the taste completely.

  150. Hello,
    Can you make this recipe with mozzarella as well?

  151. Yes September, not all cheese is created equal! I like Cabot and Sargento.

  152. I made this for the second time tonight, and it was fabulous! The first time I made this I used a store brand cheese, and the results were dry. Lesson learned: don't skimp out on the cheese – when making a good mac and cheese dish, you need a high quality brand!
    This time I also sprinkled some feta cheese on top instead of the parmesean. I love the combo of spinach and feta, and this was awesome!
    Thanks Gina!

  153. Another great recipe. I made this last night and used the sharpest reduced fat cheddar I could find. I also added freshly ground nutmeg and hot sauce to the melted cheese mixture. Next time I think I will eat the spinach on the side. I appreciate the idea of adding greens to the mac and cheese, but I think w/out them you would be hard pressed to tell it was "healthy". I froze my leftovers in individual portions and can't wait to eat it for lunch tomorrow.

    I just love your website and recipes. You are some kind of food genius!!

  154. This was so good. I'd been using the baked mac and cheese recipe on the WW site for years but it definitely tasted like a diet recipe. Your recipe, on the other hand, tasted really really creamy and cheesy and not low fat at all. Everyone in my house liked it, and we all agree that it's a keeper.

  155. We tried this tonight and LOVE it! Thank you!

  156. Thank you!! 🙂

  157. Holy mother of god. This was amazing!! I can't wait for my vegetarian, mac and cheese-loving teenage daughter to get home and see how great it is. BTW . . .LOVE, LOVE, LOVE your blog. Great recipes and beautiful photography. Great job!!

  158. It's in the oven as we speak! I love WW recipes and especially homemade ones, such as what you've made.

  159. This was amazing!

  160. Laur – Sure, that should be fine. I would slightly under cook the pasta so it doesn't get mushy when you bake it.

  161. Do you think I could make this up until the point of baking it, stick it into the freezer, and finish with baking in a couple of nights?

  162. I made this the other night and thought it was tasty! My mom and sister liked it but the men seemed a little hesistant to eat it- they aren't big spinach eaters, and even though I halved the spinach, there was still quite a bit in the meal. I think I may not have used quite enough salt or pepper either. But it was a good meal, kicked the cheesey pasta craving, and I really liked the bread crumbs and parmesan on top.

  163. Thanks Mia, I may have to try your version!

  164. Thank you for this! I was looking for a recipe with macaroni and swiss chard, because there's macaroni in my pantry and swiss chard in my garden! I found a lot of delicious looking recipes, but they all had tons of butter in them. (yum, BUT!) Then I thought, 'I'll check Gina's site, she's never let me down!' sure enough, there it was. I used your recipe as an inspiration- I used swiss chard instead of spinach and gouda instead of yellow cheese. With a little nutmeg grated over the top- heaven!
    What you do brings so much happiness to others- thank you! Keep up the good work! -Mia

  165. I made this recipe tonight and it was awesome!!! Thank you for giving me a healthy way to quell my mac & cheese craving.

  166. The whole family LOVED THIS! I wasn't too sure about the recipe, never heard of minced onion in mac and cheese. But it was incredible! Loved it and will definately be making it again very soon!

  167. I've resisted making this recipe, because I've never had much success with homemade macaroni and cheese (full fat & high calorie), so I thought there was no way this could be good. Wonderfully surprised. My husband loved it too. Will definitely be making this again!

  168. love this recipe! i usually add a bit of frank's red hot in my bowl before i eat it and make it buffalo mac and cheese, which is a great addition if you want to add a kick to it 🙂

  169. I think it would work fine, maybe undercook the pasta 1 minute so it doesn't get soggy. Other than that it should be ok. Let me know how it turns out.

  170. Gina- I've made this once before and it was amazing! I'm running short on time this week and wondered if I could make it up the night before and refrigerate until I need to bake it. Do you think it would work? I'm planning on leaving the bread crumbs off until I'm ready to cook it so they don't get soggy.

  171. momma – there are so many great free online resources for ni like Sparks and my fitness pal.
    I love salt so I'm not the best person to help with sodium but I'm sure buying low sodium products and not adding salt to your meals would be the answer. A great low sodium blog is

  172. This sounds AMAZING!!! I would like to know how to find out all of the nutritional details. I have recently been diagnosed with Type 2 Diabetes and I need to look closely now. I also probably need to lower the sodium. ANY TIPS??

  173. Coco- I think it would be great! Why not, they sell frozen mac and cheese and it works, I think this would work as well. Add the crumbs before baking.

  174. Could you freeze this and then heat it up later? like, put it all together, freeze it and then pop it in the oven when needed?
    Thanks, this looks great!

  175. Thanks for sharing all!!

    Paula, yum, i have to try that!

  176. I made this last night but made it with spaghetti squash instead of pasta (carb and gluten issues) and it was awesome!!!!

  177. I just made this, and added 1.5 cups of sweet potato puree to the sauce. It helped thicken it up into a lovely thick and creamy sauce (I accidentally switched the broth and milk amounts). And, the sweet potato adds a nutritional bonus! It has turned out beautifully – and my husband will never know about my healthy addition!
    Thanks for a great recipe, as always!

  178. I can't wait to make this and hopefully my family won't miss my prior mac and cheese that's loaded in fat (LOL)

  179. I just made this for dinner tonight along with your mashed potato recipe. It was so good!

    Thanks so much for the recipes. You are making it easy to stick to my WW plan. 🙂

  180. You rock Gina! Just had this for dinner. I have been on WW 2 months and lost every week thanks to you. Great to hear the news on the personal front too. Thank you for so many great recipes.

  181. My pleasure Julie!

  182. I've been reading lots of your recipes and so many of them look so good. So daycare friendly too. I have daycare 12-14 hours a day so that means lots and lots of meals cooked plus with me working hard to lose weight I need some help and ideas. So cool that you're have these and thank you for sharing.
    Take care and God Bless!!

  183. Very nice !

  184. SAHM- no reduced fat cheddar, I guess I must be lucky! My supermarket caries it in various brands. You made th right choice with full fat, fat free is awful. Maybe a blend of both would have worked out but I'm sure your guests were happy!

  185. I re-calculated the points on the recipe builder on WW and found that just regular mild cheddar makes the points 9 per 1 cup serving!

  186. And by the way this was a HIT! I hosted a dinner for some friends from church. I made this as a side to your Sloppy Joe's. And finished the dinner off by serving your rice krispy treats! This website has been such a hit with my family, friends, and anyone else that I've cooked for in the last month! Thanks for all the work you put into this blog so we can all be eating better! 🙂

  187. I'm really frustrated, I had to shop at Walmart because I could only make one stop and they literally had NO "reduced fat" cheese, Just regular or fat free. I was hosting a dinner so I made this with regular Mild Cheddar (I was afraid the fat free wouldn't melt correctly). Do you know how much of a difference the points per serving would be?

  188. I'm so happy you all are enjoying this!!

  189. Made this last night for dinner and it was absolutely spectacular. You would never know you were eating light! Keep these recipes coming, Gina! I have lost 40 lbs making tons of them.
    Thank you so much,

  190. Thank you yet again for an amazing recipe. This is 6 for 6 for recipes from your site. My husband and daughter loved it. Already they are asking when I will make it again. Only change they have requested is more spinach and I have to admit I was sceptical about spinach in it, but it is wonderful.

    You ROCK!!!

  191. I just popped this out of the oven and had some..delicious! So happy I found this site! I ended up having to wait a good amount of time for my milk, broth, and flour mixture to thicken..towards the end I got anxious and just turned up the heat to high, but kept whisking the entire time until it problems here 🙂 YUMMY
    This weekend I'm going to try the spinach dip and see if I can fool my friends hehe

  192. Real cheese is a must! Polly, make half if you are worried about eating too much! Or… make them in individual servings if you have oven safe dishes.

  193. Gina,
    Thank you sooooooo much for providing a mac and cheese recipe that uses REAL cheese and still fulfills our WW needs. Although sometimes I know it is necessary, I dislike using "processed cheese food" and other artificial ingredients. I can't wait to make it–my biggest worry is how to keep from eating multiple servings! 🙂

  194. Thanks Dawn, that is my goal so I'm happy you would feed this to your guests!!

  195. Gina, you are officially my new best friend! I have only made 2 recipes from your site so far (man and cheese and the coconut curry shrimp)but they have both been outstanding. I wouldn't hesitate to serve either to guests and usually when I have friends for dinner, all healthy recipes go out the window. Thank you for your wonderful work!

  196. It took about 20 minutes for the white sauce to thicken for me, even on med-high heat. I have a gas stove and it normally seems to cook faster than electric, but certainly not in this case. I almost gave up, but glad I didn't, even though I was broiling right alone with the sauce! The dish turned out well, although my husband said he's prefer it "plain" without the spinach and croutons.

  197. Mmmm, I made this tonight. It was really good. When I put the recipe into the recipe builder on etools, I got a points plus value of 8.

    As to a previous poster, I believe 3FC is a reference to a website – 3 fat chicks.

  198. Would using a sharper cheddar cheese, rather than the listed mild cheddar change the points? Still plan on using a reduced fat version.


  199. Do have any idea what is the sodium content per serving? This sounds like a diabetic's dream, but if the sodium is still too high I can't enjoy. Please let me know, if you know.


  201. Epic, great word!!

  202. This was EPIC!

  203. Great comfort food! I enjoyed it with sharp cheddar. Thank you!

  204. What is 3FC? Well I'm very happy you enjoyed my skinny mac and cheese.

  205. I am so so so darn glad to have found this. Someone posted this on 3FC and I love mac and Cheese. No one has been able to make it like my mom. Well mom made it with total fat. I can't say enough about this recipe. I'm sold, I'm baked. I'm stoked. I'm so darn happy to have a skinny mac and cheese that above all else. TASTES GOOD. Thank you so much and I will be back for more recipes to make me lean. God Bless you for this.

  206. This looks fab and I can't wait to make it for the boys :). Thank you

  207. Great, I adjusted the directions for those of you not having success. I love the addition of nutmeg, have a great day!

  208. I made this tonight and I think the issue that most are having with it not thickening is because you need the sauce to boil in order to thicken but the directions after adding the flour say to cook on low heat. The temp needs to be raised to medium high or high when the milk/stock is added in order to thicken properly.

    I subbed diced shallot for the onion (which is what I usually make mac n cheese with) for a more subtle flavor.

    Also, for a little kick, add 1/8 tsp cayenne to the sauce. And, for deeper flavor add a skosh of ground nutmeg.

    Another winner, Gina 🙂

  209. I'm so happy you enjoyed it, and all your guests enjoyed it as well!! Thanks for the note, perhaps that is why others had problems, I will adjust this in the instructions.

  210. I have made this twice now, the first time baking it, and the second time eating it straight out of the skillet. It's delicious either way, and a really really good version of mac & cheese! Like the commenter above me said, it does take longer (about 10 mins for me) to get the sauce to thicken.

  211. We made this as a side to go with our Christmas ham and it was FABULOUS! I was so skeptical, and even apologized to our guests in advance in case it didn't turn out well. However, it was a huge hit and everyone loved it.

    Changes we made:
    Our store had Ronzoni noodles, but not elbows, so we used store brand. Also, they didn't have Sargento shredded cheese, so we used Kraft. We didn't include spinach.

    Just a note:
    My husband was actually the one who made it, and he said it took WAY longer than 2-3 minutes for the sauce to thicken.

    Thanks for the great recipe!

  212. Jennifer, I just made this again this week and it got very thick, it sounds like you had problems with the basic white sauce, which is the butter, flour and milk. It needs to boil and you need to whisk it for a few minutes until it thickens. The same way you make a gravy. You can't add the cheese until this happens.

  213. So I just tried to make this recipe and it was a complete failure.

    I could tell something was wrong when the milk wouldn't get think, but I put the cheese in and it melted just fine. So i put the macaroni in liquid the consistency of milk.

    In the end, did not turn out well. Tasted pretty bad. I'm definitely not a cook but I can follow a recipe so I'm really not sure what went wrong here?


  214. Perfect Mac and Cheese Recipe. Very simple and still tastes great! I added bread crumbs and parmesean cheese to add a little more flavor.

  215. Thanks for sharing all your subtle changes, cooking is so versatile and I love hearing all your ideas! I'm glad to hear most of you had success making this!

  216. I made this tonight and it was fantastic! I didn't have an onion handy, so I added a pinch of onion and garlic powder. I also halved the recipe to make 4 servings. My picky husband had two servings! I had one with a side salad and found it to be a filling and hearty dinner. I now have a great lunch for next week. Thanks for the great recipes!

  217. Great recipe!!! The whole family loved it and it made enough for 2 nights of dinner as a side dish!

  218. Gina……this recipe is awesome!!! I have made this recipe 3 times and each time it came out perfectly. This last time I switched up the spinach and used fresh broccoli – it was great too!!! Thanks for this wonderful website….I have probably made about 10 of your recipes and loved each one. Again, thanks!!!

  219. Just made this! It is delicious! I added cayenne pepper to the cheese and sprinkled some on top too. I like things with a little kick to it 😉

  220. Hi Molly, funny Sabrina person said it was dry but others had success with this. I'm scratching my head. I'm assuming you added the flour and let it boil and thicken a bit, like you would thicken a gravy? It gets thicker the longer it boils so maybe it needed to boil a little longer before adding the cheese?

    I'm going to have to make this again and follow my own directions and see if I have any issues with this. Sorry if you were unsucessful. And thanks about the site 🙂

  221. I've attempted this recipe twice now, using the exact measurements & even the exact brands of cheese, ect and mine has come out far too soupy. I'm not sure why, it just seems the milk and the broth never thickened up. Even after reading through the comments section here & getting the tips about getting it hot enough, it still didn't work. Any suggestions? Thanks! Love love love this site!!

  222. Hi Sabrina, not sure why it came out dry? Maybe it stayed in the oven too long.

    12 oz of dry pasta, don't measure the dry pasta by cups, it expands when cooking and you'll get the wrong measurement. Weigh the pasta before cooking. 2 oz dry usually yields approx 1 cup cooked.

  223. Has anyones come out dry? It seemed creamy before it went in the oven and then when it was baked it seemed dry and I didnt even add the spinach to the recipe?
    Also can anyone explain the 12 ounces to me? I know it sounds dumb but 12oz mesured it 1 1/4 cups but weighed is a heck of alot more , should the 12oz be weighed?

  224. I made this last week and it seemed to be missing something. We decided that for mac n cheese, we'd leave out the onions. But add a can of tuna (which we did the next night) and it made an awesome tuna casserole!

  225. I also made this recipe. I added more cheese, i like my mac& cheese cheeesy:) also i covered my pan and then uncovered it for the last few mins to brown the top a little.

  226. Ordinarily, I have a terrible time finding recipes because most have peppers in them, which I can't eat. I've already downloaded four of your recipes, and I've only been at it for 10 minutes!

    Thank you from bottom of my heart.

  227. I made this tonight and it was wonderful! I found the recipe a few weeks ago and I have been looking forward to making it. We added red pepper flakes to give it an extra kick and it was delicious!

  228. Gina – you are a life saver!! My whole family is doing WW and I use so many of your recipes. The mac and cheese was delicious! To answer Katie – you probably need to turn the heat up and cook the milk longer. It took a good 7 minutes for mine to thicken. (Also, for me, minced onion means the kind in the bottle and 1/4 cup is waaaaaaay to much. Oops). We dine "a la Gina" all the time – chicken chili at least once a week during the winter, Pasta Fagiola is delish, turkey stuffed peppers – wonderful! and the points are already figured out for me! Thank you! Thank you! Thank you!

  229. A light butter flavored spread like smart balance light.

  230. Hi Gina, This looks great but one question:
    What do you mean by light butter?


  231. Sorry it didn't work out for you, all stoves vary so maybe the milk needed to cook longer. It should have been very hot. The cheese then melts instantly. Once melted, then remove it from the heat. Sorry if my directions weren't clear enough. It's very good! I would def try again! Let me know how it turns out!

  232. I specifically bought the Sargento 2% reduced fat mild cheddar that you mention, even though I normally buy the store brand. I agree… the milk wasn't hot enough, but i was afraid to heat it too much, and wanted to follow your steps of 2-3 minutes. I'll have to try it again

  233. That's very strange! It sounds like the milk wasn't hot enough. The cheese should melt if the milk is hot. What kind of cheese did you use?

  234. I'm sure that it was me who messed this up, since so many others have had good results, but my came out a royal mess. Looking though the steps again, I don't know what I did wrong! I added the cheddar to the milk/onion/broth mixure, and the cheese melted but it didn't mix together with all the other ingredients. It was basically cheese at the bottom of a pan of milk. I was very disappointed, especiallt since I already have a whole box of elbows cooked. I think the problem was that my milk mixture never really got thick… I waited 3-4 minutues, whisking, but on low heat, I don't think that was enough time to thicken.

    • My milk mixture did not get very thick either, until I added the cheese. I kept waiting. Probably about 6-8 minutes. But then when I added the cheese, it was thick enough to coat the pasta. Though still a little on the runny side. I hope that it gets thicker once it is baked.

  235. Let me know how it tastes!

  236. Hi Gina! Glad I came across this receipe!!! I'm gonna make it this weekend, can't wait! I'm thinking of using frozen butternut squash to give it more of a cheesy color and to get some extra fiber!!! It's so refreshing to know you're not alone when it comes to dieting and staying fit!!!! I'm a big fan of your crockpot chicken taco chili receipe, I make it alot minus the corn, I just picked up some turkey breasts at the supermarket I may subsitiute the chicken for the turkey.

  237. Tried this, It is delicious, quick and reliable side dish for any night of the week.

  238. We had this tonight for the first time and it was a hit! Thanks for offering so many healthy recipes!

  239. Ive made this several times but finally got around to rating the recipe. Make sure you constantly stir or the cheese will stick to the bottom of the pot in a matter of seconds. This is a great side for any hearty meal.

  240. Yes, I would saute them first. Sounds like a great combo!

  241. curious about using broccoli and/mushrooms instead of spinach.. Would you cook the broccoli/mushrooms prior to baking the casserole? Thanks!! I love your site, I reference back to this site at least a few times a week for delicious meal ideas that the whole family will love!! 🙂

  242. This is by far my favorite recipe for Mac and Cheese. I have tried many recipes and this is truly the best. The only thing i do differently is add a little cayenne and paprika to give it a little flavorful kick!

  243. @Jean- I didn't have mustard in the ingredients. I'm not sure if that was from a comment?

  244. My family loved it. Next time, I think I will cut back on the mustard, or use the regular yellow because the flavor came through a little strong for my taste. Otherwise, it worked for what I was trying to accomplish.

  245. This recipe is great!
    I just made it, but i added some baby bella mushrooms and ground turkey! Great way to add some protein into the meal! Also, made my own breadcrumbs with some whole wheat bread!

  246. 🙂 personally.. i really do light popcorn with cheese powder or something like that.. 🙂 yumm! i feel like going to the movies.. ;)..
    and baked cheese macaroni.. but sadly.. i'm watching my weight.. :(.. *sob* lol..
    and for a healthier one is yogurt.. 🙂 strawberry yogurt.. another yumm! for that one..
    [currently eating a cup of starwberry yogurt now.. *tummy's full*.. haha..

  247. Gina, it was good as usual. My husband loved it and I even added extra spinach…there was a ton in there. When it came out of the oven it looked dry and I was worried I did something wrong. As soon as I scooped it up….yummy!!! It was a big hit in this house. Guess we won't be eating boxed mac n cheese again!!!!

  248. The ultimate comfort food!

  249. Very yummy one of my favorite dishes and I've never attempted to make it before this, very easy!

  250. Its PERFECT! I love baked macaroni specially when its full of cheese.. Very yummy :). Thank you for sharing this.

  251. I definitely will be doing the math to figure out how to make since servings. Having this tray in the house is damaging! I just want to sit and eat it all its that good, thanx for the wonderful post.

  252. I think i will love it. I better cook it too. Thank you for the idea and the recipe looking forward to learn more recipes.

  253. Doubled the recipe & the kids liked it. I didn't put the bread crumbs on top due to preference. Overall it was creamy & tasty! Would make again.

  254. I sometimes have to get creative. With this dish, I told him it was just parsley. He ate every bite of dinner tonight. Thank you so much for this recipe!! I look forward to cooking many more of your recipes, thanx.

  255. @Kristen, points are still the same with regular bread crumbs.

  256. I couldn't find whole wheat bread crumbs around here and don't have any whole wheat bread at home. Would using regular seasoned bread crumbs change the points?

  257. I had the minestrone soup in the crock pot for the next night, and had strawberries and cream both nights for dinner! Leftovers for the whole week , thanx for the share.

  258. Well, I definitely will be doing the math to figure out how to make since servings. Having this tray in the house is damaging! I just want to sit and eat it all its that good, thanx for the recipe.

  259. @Kara- That sounds divine!

  260. I used a delicious chicken sausage with fontina cheese, spinach, and roasted garlic, but feel free to use whatever brand or variety you like.

  261. You doing great work, i will visit you each future days! keep it up.

  262. Whole wheat flour should be fine!

  263. Do you think it would be okay to use whole wheat flour instead of regular flour?

  264. @Chelsey, that's great!!

  265. I made this for dinner tonight!! I have an extremely picky 6 year old. The only vegetable he eats is potatoes, or so he thinks. lol. I sometimes have to get creative. With this dish, I told him it was just parsley. He ate every bite of dinner tonight. Thank you so much for this recipe!! I look forward to cooking many more of your recipes

  266. Absolutely delicious! We had this a few nights ago and we all loved it. I skipped the bread crumbs, only because I wasn't in the mood for them, and it was still fantastic! Definitely a keeper

  267. @vlo- glad you liked it! I've been experimenting with a low fat mac n cheese recipe for a while but I wanted it to be great before I published it. This I felt was worthy of publishing!! I'm going to make variations of this soon!

  268. had this last night for dinner with Herb Dijon Pork chops. let me just say that this one is dangerous! omg sooooo good. i was afraid it wouldnt be cheesey enough, i was wrong!my husband and friend ate 2 servings each! friend said she would have never known her entire meal was low in calories if i hadnt told her and that it was the best meals shes had in a long time. i have all the ingridients to make it again, by the time they were done eating last night and me and the hubby had it again for lunch today, its all gone! this one is a winner Gina!

  269. @Melissa- No, the points stay the same since it's a small amount.

    @Cady- Glad you liked it!

    @Monica- I just used a measuring cup. If you really want to be accurate, you could weight the whole dish (subtract the weight of the glass dish) then divide it equally by 8.

  270. Gina,

    What would you say is the best way of measuring a serving of the mac n cheese? I tried using a regular measuring cup (1 cup measurement) and I couldnt seem to make all the servings the same.

    How would you do it?

  271. Yum! I made this Sunday while I had the minestrone soup in the crock pot for the next night, and had strawberries and cream both nights for dinner! Leftovers for the whole week – thanks!

  272. I'm making this tonight, but I couldn't find whole wheat bread crumbs around here and don't have any whole wheat bread at home. Would using regular seasoned bread crumbs change the points? I am a huge mac and cheese fan and can't wait to try this tonight!

  273. @Jessica- No, it wilts with the heat and cooks when it's in the oven.

  274. Do you cook the baby spinach prior to putting it in the dish? If so, what's the best/quickest method to cook it?

  275. @OnoMeansDelicious Yes, I've used f/f evaporated milk, it works great!

    @Sarah- Thank you!

  276. I discovered your blog recently and i love it! (sorry for my english – he's not so good! my french is better) 🙂

    I am doing Weight Watchers since 7 weeks (and 15 pounds less!) and i love your recipe!

    You doing great work, i'll visite you each futur days! 🙂


  277. Haven't made this (yet), but am wondering if you thought to use f/f evaporated milk as I've seen done in other low cal mac n' cheese recipes?

  278. Yummy!!! My husband really like pastas esp bake macaroni. I will surprise him with this and I'm sure he will love me more. Nice… Thanks

  279. Delightful mac and cheese. You rarely get it like this. As we remain concerned about health recipes, your choice of high fiber elbows and reduced fat mild cheddar give us much relief. You are very mindful about healthy choices in your cooking.

    We have similar recipes (about 20 of them) but with slightly different ingredients. We do not use grated Parmesan and spinach but the taste goes so well like yours will be.


  280. @Tracey- I know what you mean about turning 40! I'm also 40 and with a new baby, I have to really work hard at staying fit. Oh yeah, and I too could never do a grapefruit diet. I need variety in my meals!!

  281. Thanks for all the sweet comments! For those of you who tried this, I'm so glad to hear you liked it as much as we did!

  282. Hi Gina-
    Haven't tried this one, but am making the turkey chili in the crock pot. I wanted to tell you how much I like your site.
    I am a life long foodie and have never much dieted…and now I am 40,and all of the sudden the pounds are catching up! So, I've been working out a lot and using your recipes, and i love them. I could never do a crazy grapefuit and cottage cheese diet, but when I am eating these great recipes, I really don't feel like I'm 'dieting'. Just good, real food. And my family likes them, too. And that's the key to life long health and fitness…thanks so much for all of your effort!
    Oh, and the chicken parm is so great!

  283. Great, low fat recipe!

  284. I made this last night!! Holey Delishious BATMAN! This was great! The hubby loved it.. But i definitely will be doing the math to figure out how to make since servings. Having this tray in the house is damaging! I just want to sit and eat it all its that good!


  285. Love a lighter version of mac and cheese….One of my favorite dishes.

  286. Hey Gina!! Thanks so much for figuring out a lighter version of mac and cheese! I can't wait to make this and hopefully my fiance won't miss my prior mac and cheese that's loaded in fat lol .. love this blog by the way! 🙂

  287. I am telling you GINA…
    this looks like some kind of scrumptious GOOD!
    I know it is!
    Oh how I love your blog!
    Thank you for all the hard work that goes into creating the recipes and WW points!
    Last night I made the petite turkey meatloaves…served it with cauliflower mashed potatoes with chives and cabbage/kale mixutre!
    So good!
    Featuring a low cal frittata right now if you want to pop over!

  288. No joke that I've been craving a good baked Macaroni and Cheese this past week. I'm going to make this ASAP! Thanks!!

  289. I made this tonight. We were having chicken on the grill and I wanted something else as a side besides grilled zucchini/onions. This turned out perfectly and my husband loved it. Looking forward to trying this out with different vegetables – I think he might have liked broccoli over spinach, but he ate all the spinach that ended up on his plate.

  290. @Kat- If you use your Fiber gourmet pasta, it's lower. I believe it will be 5.25 pts per serving.

  291. Thanks for sharing–I look forward to making it!

  292. Oh now this looks REALLY good. I will definitely have to try this soon.

    I am new to WW so I will have to see if using my Fiber Gourmet pasta makes it even "lower" in points (I really like this pasta) – even though this is already pretty good in the points department.

    Thanks for sharing.

  293. I'll take a bowl right now. Looks amazing.

  294. You can easily half this. Leftovers were good too. BTW, I had 1 serving but my husband had 3!

  295. I am always on the lookout for standard comfort dishes lightened up–looks amazing!

  296. This sounds great! I'm going to try to reduce the number of servings – if it can be made to serve 2 it will be perfect!

  297. I've been waiting for this ! Mac and cheese is my ultimate comfort food.

  298. Oh Gina! Thanks for making my day!!! I am definitely trying this one…

  299. I will definitely try this. It looks yum. And I am not a mac and cheese person.

  300. Yum, this looks fantastic!! Thank you! I can't wait to try it next week, I have so missed mac & cheese.