Three-Cheese Macaroni from 'The SparkPeople Cookbook'

  • Minutes to Prepare:
  • Minutes to Cook:
  • Number of Servings: 6
For the Sauce:2 tbsp light butter2 tbsp all-purpose flour1 1⁄2 cups skim milk1 bay leaf1⁄8 onion, cut in a wedge2 cloves1⁄4 cup shredded reduced-fat Swisscheese1⁄4 cup shredded cheddar cheese1⁄4 tsp salt1 pinch cayenne8 ounces whole-wheat elbow pasta, dry(see Note)6 slices turkey bacon, cooked and chopped1 slice whole-wheat bread, processed intocrumbs2 tbsp grated Parmesan cheese
If there is a food more comforting and satisfying than homemade macaroni and cheese, we haven’t found it. But a typical homemade recipe—made with cream, butter, and full-fat cheese—has about 400 calories and 25 grams of fat per serving; our version has a third of the fat and about 250 calories per cup. We slightly reduced the amount of cheese, used whole-wheat pasta, and chose flavorful ingredients to create a version that tastes good while cutting extra calories.
This recipe still keeps some fat, which is what adds flavor to this dish. You could make macaroni and cheese with fat-free cheese and no butter, but would you want to eat it?
Though it seems counterintuitive, eating a smaller quantity of a rich dish can be more satisfying than a larger quantity of a dish made with “filler” foods, those that have little flavor and nutritional value. This is a comfort food that you can feel good about eating.
My three boys love this dish. We usually serve it as a side dish rather than an entrée—it goes great with Spicy Turkey Mini Meatloaves (page 201) or just grilled chicken breasts. You can leave out the turkey bacon to make this dish vegetarian; add a pinch of dry mustard to the sauce for a
sharper flavor.

1. Preheat the oven to 375° F. Prepare a 9" x 13"
casserole dish with nonstick cooking spray.
2. Place the butter in a medium saucepan, melt
over medium-low heat, and cook until foaming.
Add the flour and stir well with a wooden
spoon for 1 to 2 minutes. Slowly pour in the
milk, whisking to incorporate.
3. Attach the bay leaf to the onion wedge using
the cloves. Drop the studded onion into the
milk mixture with the clove/bay leaf side down.
Cook, stirring occasionally, until the mixture
thickens, about 15 minutes
4. Meanwhile, cook the pasta according to
package directions, but don’t salt the cooking
5. Remove the studded onion from the sauce
and discard. Add the Swiss and cheddar
cheeses. Stir to combine and heat the sauce
until the cheese is just melted. Season with salt
and cayenne.
6. In a large mixing bowl, combine the sauce,
bacon, and cooked macaroni; toss to coat.
Combine the breadcrumbs and Parmesan in a
small bowl.
7. Pour the pasta mixture into the prepared
baking dish and top with the breadcrumbs and
Parmesan. Bake uncovered until bubbly and
golden, about 15 minutes.
Note: You can swap half the pasta for 3 cups of
blanched broccoli or cauliflower

Serving size: 1 heaping cup

Servings Per Recipe: 6
Nutritional Info Amount Per Serving
  • Calories: 259.6
  • Total Fat: 7.9 g
  • Cholesterol: 12.9 mg
  • Sodium: 425.3 mg
  • Total Carbs: 39.5 g
  • Dietary Fiber: 4.1 g
  • Protein: 12.6 g

Member Reviews
    If you substitute cooked chicken breast for the bacon you could probably save on the amount of salt in the nutritional figures. This would help for those with high blood pressure. - 1/6/11
    I skipped the salt and bacon (I don't cook with salt), and my family loved it.

    Other variation: panko crust instead of the breadcrumbs.

    I also really liked the commentary about "eating a small amount of rich food can be more satisfying..."; very helpful information. Thank you - 10/18/11
    Read the recipe carefully. The cloves are used as a pin to attach the bay leaf to the onion wedge. Then it is tossed. The onion, bay leaf and cloves are just for flavor, not to eat. - 10/6/11
    This was really good. For those who said it was too many pans or time consuming....I made the bacon in the microwave, boiled the pasta and drained, made the cheese sauce in the pasta pot and mixed it all together in the pasta pot. - 8/5/12
    I didn't have any cloves or a bay leaf and I subbed in some minced ham deli meat instead of the bacon, low fat mozza for the swiss. I took the suggestion of the dry mustard and swapping out half the pasta with some blanched cauliflower. It was a little labour intensive but well worth the effort. - 1/27/12
    I think Chef Meg has a lot more time than I do. :) - 10/19/11
    SRCECIL: NO! Not cloves of garlic, but 2 whole cloves (the ones used on baked ham! Delicious! To cut out a little more sodium and fat, I used reduced fat cheddar, used soy-based bacon chips instead of the bacon, and left out the salt entirely--the cheeses are "salty" enough! - 10/6/11
  • LEB0401
    I love this recipe. I've made it at least 5 times since I bought the cookbook, and I use the sauce technique in 100s of other dishes (like tonight's rutabaga au gratin). It's always a pleasure to make; thanks Chef Meg! - 8/29/12
    I have found ff sour cream with low fat cheddar cheese and a lot of mushrooms instead of meat satifies my cheesy rich foods craving!! :) - 5/15/12
  • A566984
    I will try this, love onion in mac n cheese so I will use small amount of grated onion and pick out the cloves and bay leaf. I also will use Dreamfields pasta since it has only 5 carbs that impact the body. Taste great too. - 10/18/11
    Very tasty recipe. My first homemade mac and cheese attempt and even my very picky 9 year old liked it, even though it didn't come out of a box. I will make again. - 10/6/11
    i just made this recipe and i thought it was really yummy a good hearty meal that satisfies your rich fatty food craving without the fatty food - 2/29/12
    This was a super recipe, a great way to disguise the taste of whole wheat pasta, the whole family loved it. I did not use the bacon, and I substituted with regular breadcrumbs. Delicious. - 11/7/11
    I say 3 stars, my husband says 2. What am I going to do with the double-portion we made in good faith??? - 12/11/11
    I made this tonight and the family liked it. I used 51% wheat pasta because I knew my 6 year old wouldn't touch the pasta if it was too dark. I also substituted "No Salt" for the salt. It was filling and tasty. I will try the cauliflower variation next time. Thanks for the recipe. - 9/25/11
  • MLE27803
    Haven't tried this yet, but will soon. I think I'll substitute tuna for the bacon. I LOVE the fact that the nutritional information is available by ingredient. That way when you substitute (or eliminate) anything, you can still get a fairly accurate count. - 1/16/12
  • MARYMO22
    Loved it, had to improvise some as no bay or clove, so bbouquet garni instead....dont think it needed breadcrumbs....
    A new favourite, dh enjoyed it too, he doesn't like mac cheese cause its usually too saucy - 1/4/12
    Didn't like the sound of the cloves so missed these out, apart from that it tasted pretty good. - 1/3/12
    lots of steps and pans, but worth the effort! I didn't use the turkey bacon and used Barilla plus pasta for a meatless meal. Once I got everything out and organized, it was on the table in 40 minutes tops. - 12/15/11
    I havn't made this yet but it sounds ok. Why can't the ingredients be given in grams or ounces as well as 'cups' whatever they are. It precludes anyone european from making them. - 8/28/12
    This was great! I had to be careful to limit myself to a portion size, though... This is in my meal rotation. - 8/25/12
  • GREASE31
    I luv this, recipe it sounds just perfect - 12/11/12
    Very healthy snack. - 10/8/12
    How long should I cook this recipe? The are 2 different cooking times listed. I didn't have Swiss cheese so subbed with Mozzarella cheese. - 4/21/12
    Thanks for sharing - 10/12/18