A rich and creamy Healthy Macaroni and Cheese Recipe that you can either bake or serve straight off the stovetop! This recipe is lighter in calories and fat than traditional mac and cheese recipes.

This recipe was originally published on April 8th, 2020. It was updated on February 24, 2021.

Please note: Mae's Menu is supported by readers. Many of the product links on Mae's Menu are affiliate links, where I make a small profit at no expense to you. See my disclosure policy for details. Thank you so much for your support!

Whether you're looking for an easy Easter side dish or just simply a healthier comfort food the whole family will love for dinner, this Healthy Macaroni and Cheese is cheesy, comforting and 100% satisfying with less than 250 calories and more than 10 grams of protein per serving!

Serve it straight off the stovetop or bake it with a cheesy golden topping -- depending on how you like your mac and cheese. Below I provide directions for both ways.

Like many people, cooking lately has evolved from a necessity (both personal and for business) with occasional hints of hobby with occasional hints of necessity, as my time spreads out more before me and I reach out for comfort in all the little things. 

And so, when I realized that I forgot to order macaroni and cheese in my grocery order last week, I set out to experiment with a new homemade recipe for it this weekend. 

Given that treats are also a given right now, I wanted to create a macaroni and cheese recipe that also left a bit of appetite post-dinner. 

And, even though I love butter, I wanted a mac and cheese that tasted of more than just butter, not to mention one that was healthier.

Save this recipe for later on Pinterest:

So, I started out by making a simple roux-- a butter and flour base that adds depth, creaminess, and richness with just a marginal amount of butter -- for the cheese sauce, played around with some dried seasoning to enhance the cheese flavor of the sauce, and tossed it with some pasta before baking. 

What came out was a dish that satisfied all my mac and cheese cravings without leaving me feeling overwhelmed and in a food coma. Most importantly, it can serve both as a necessity and hobby, meaning I can enjoy it now and whenever normal decides to return to us. 

Here at Mae's Menu, we have a variety of readers: those who are more experienced in the kitchen and want to zip straight through to the recipe and those who want to learn more about it, potential substitutions, and more.

To skip straight to the recipe, just click "Jump to Recipe" at the top left of this post. To browse the post quickly, just click the headings in the table of contents below.

This Health Macaroni and Cheese is...

• Cheesy
• Savory
• Rich
• Hearty
• Made with pantry staples and common fridge items
• High in protein
• Lower in fat
• Lower in calories
• Something I want to eat every night

This dish has been the hit of our dinner time this week. Make your week a little brighter by bringing it to your dinner table as well.

How to make this healthier mac and cheese:

What ingredients are in this mac n cheese recipe?

Penne pasta or macaroni -- both of these pastas carry the cheese sauce so well.

Unsalted butter -- we just need a little bit to make a great roux as a base for the cheese sauce!

All-purpose flour -- all we need is a few tablespoons to make the roux.

1% or 2% milk -- this will be the base for our cheese sauce, making it smooth and creamy.

Garlic powder -- a surprising ingredient, garlic powder adds a note of umami, providing depth to the cheese sauce. This ingredient is optional, though, so don't add if you want a classic cheese sauce.

Yellow mustard powder -- accentuate the cheese flavors with ¾ teaspoon of this golden spice! This ingredient is also optional, so leave it out if you want a simpler, pure cheesy flavor!

Salt -- as it almost always does, salt brings out all of the flavors of this dish, making them shine.

Shredded Reduced Fat Mexican or Cheddar Cheese -- a shredded semi-hard cheese melts perfectly, making the sauce rich and cheesy. Bonus points: you don't need the full fat cheese to get all of that classic man and cheese flavor!

Order your groceries through Thrive Market and receive a $22 gift!

What substitutions can you make in this healthy macaroni and cheese recipe?

• Pasta - You can substitute in a rotini, shell pasta, or any other pasta shape if you don't have penne or macaroni.
• Milk - if you don't have 1% or 2% milk, you can substitute in skim milk or whole milk. I haven't tried this recipe yet with oat milk or nut milk so can't guarantee those results.
• Cheese -- shredded Mexican blend cheese or shredded sharp cheddar are my favorite cheeses for this mac and cheese, but you can also substitute in other semi-hard cheese if you have them. I can see gruyere, swiss, or provolone being delicious in this mac and cheese!

Do you need to bake this mac and cheese recipe?

No, you do not need to bake this mac and cheese! Instead, you can serve it right after you mix the pasta in with the cheese sauce.

That's right: you won't need to reheat your oven, sprinkle extra cheese on top of the pasta, or bake the macaroni and cheese. I have all of the particular instructions included in this recipe for the most ease, as well!

Can you make this mac and cheese gluten-free?

Yes, you definitely can make this healthy macaroni and cheese gluten-free! Just use gluten-free pasta and gluten-free flour and you're good to go!

How do you grease a baking pan with butter?

To grease a baking pan, just take a stick of butter, unwrap just the end of it and hold onto the still wrapped portion of the butter. Smear the butter on the bottom and side of pan until the surface is lightly covered.

What is a roux?

We'll be making a roux as the base of this mac and cheese sauce. A roux is a mixture of butter and flour that you cook together on the stovetop before whisking in your liquids in your sauce. The flour in the roux helps to thicken up the sauce as it cooks and the butter adds a bit of richness and nuttiness.

A few other popular dishes that also use a roux are chowders, gumbo, bisque, and some cream soups.

How do you make a roux?

Below are the steps to follow a roux. Have all your ingredients measured out ahead of time as the cooking will go fast!

Step 1: Bring your saucepan to heat oven medium heat. Add your butter and let it melt until it just starts to get foamy.

• 

• 

Step 2: Whisk in your flour and cook, stirring constantly, for 1-2 minutes, or until the roux smells warm and lightly nutty.

Pro-tip: if the flour starts to cover the bottom of the pan and turn a golden brown color, turn your heat down to medium-low.

• 

• 

• 

Step 3: slowly whisk in your milk (or other liquid) and whisk the roux into the liquid rapidly while continuing to cook over heat for about 2.5-4 minutes, or until the sauce gets thick and you can see the bottom of the pan while you whisk. Remove from the heat!

Pro-tip: you can turn the heat up to medium-high once you have added all the liquid, allowing the mixture to come to a simmer, but turn it back down to medium if the sauce starts to boil.

• 

• 

How do you make this healthy macaroni and cheese?

Step 1: Cook your pasta according to the package directions in heavily salted water. If you're baking your macaroni and cheese, preheat your oven to 375 degrees Fahrenheit.

Step 2: Make the roux (according to the instructions above), not removing the heat from the pan when you're done.

Step 3: Turn your heat to low and whisk in the cheese and seasonings (if using) until the seasonings are distributed and the cheese is melted.

• 

• 

• 

Step 4: Turn off the heat and add the pasta to the cheese sauce. Gently fold it into the sauce until all the pasta is covered in it.

Pro-tip: after your sauce is all mixed in, go ahead and serve it OR move on to step 5 to bake it!

• 

• 

• 

Step 5: Pour your macaroni and cheese into a greased baking dish and sprinkle with more cheese. Bake for 20-22 minutes, or until the top of the cheese is getting golden brown and bubbly!

• 

• 

What tools do you need to make this mac and cheese?

• 2-quart saucepan or 6-quart Dutch oven
• Colander
• Whisk
• Measuring cups & spoons
• 8 x 8" glass baking dish
• Silicone spatula

What can you mix into your macaroni and cheese?

Here's a list of some of my favorite things to mix into mac and cheese!

• Grilled apple chicken sausage
• Flaked canned tuna
• Turkey or ham lunch meat -- cut into small pieces
• Roasted broccoli
• Steamed green peas
• Barbecue pork or chicken

What can you serve with homemade macaroni and cheese?

Mac and cheese goes well with so many dishes. Here are a few favorite things I like to serve with it, but have fun being creative with what you serve it with!

• Grilled or air-fried fish and meat- pretty much everything goes well -- chicken, steak, pork chops, or even salmon!

• Green salad - a big hearty salad with chopped peppers, tomatoes, carrots, tomatoes, and garbanzo beans goes so well with this fresh macaroni!

• Blistered green beans - rounds out this meal with some easy, yet tasty veggies!

• Baked ham or pork tenderloin- just like scalloped potatoes, mac and cheese goes great with baked ham. In fact, it would make a great easter side dish!

• Sloppy joes - the sweetness of sloppy joes is perfectly balanced out by the creaminess of macaroni and cheese, making the combo crave-worthy.

Can you double or triple this recipe?

You most certainly can double or triple this recipe. Just multiply the ingredients by your desired amount and follow the recipe as directed, using a stockpot and 8 x 13" pan if needed If you're baking your mac and cheese, you may need to bake it for 3-5 minutes more for every recipe multiplication.

How long does this homemade macaroni and cheese last?

This homemade macaroni and cheese will last covered in an airtight container in the fridge for 4-5 days.

Can you freeze this mac and cheese?

Yes, you can freeze this macaroni and cheese!

To freeze leftovers: freeze them in individual portions in airtight freezer-safe containers for 1-2 months. To reheat: warm the macaroni and cheese around 75% heat for 2-4 minutes in the microwave, stirring every minute or so, or until the pasta is heated through.

To freeze an unbaked pan of macaroni and cheese. Prepare the macaroni and cheese up to the baking step. Cover the baking container with an airtight and freezer-safe bag or lid and freeze for 2-3 months. To reheat: defrost the pan in the refrigerator for 24 hours and then bake at 350 degrees Fahrenheit for 35-40 minutes, or until the mac and cheese is heated through and the cheese is browning on the top.

Check out my other healthy mac and cheese recipes:

• Healthier Taco Mac and Cheese
• Tuna Mac and Cheese

Or, check out these healthier comfort food recipes:

• Taco Tater Tot Casserole
• Healthy Deviled Eggs
• Mom's Tuna Macaroni Salad Recipe
• Instant Pot Turkey Chili
• Baked Italian Sausage Casserole
• Colorado Pork Green Chili

To see the Google web story for this recipe, just click here or view it below:

Get all my new recipes as they drop! Sign up to receive new recipes each week.

If you make and like this recipe, please review and rate it 5-stars at the top of the recipe card. This helps other people to find the recipes and helps me out, too!

Thank you so much for your feedback and support of Mae's Menu!