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Game-Changing Mac N’ Cheese

Posted by on February 23, 2011

I’m not the biggest Macaroni and Cheese fan.  I mean, it’s alright, but for that many calories, it better be pretty dang awesome.

Now, I’m not one to toot my own horn, but last night, I made some pretty fantastic macaroni.  As my title says, it was a game-changer.  I think I can become a full-blown Mac N’ Cheese lover with this recipe.

I altered and kind-of combined two recipes I found in Everyday Pasta, by Giada Di Laurentiis.

Although this photo shows mushrooms, I omitted them for DH.
  • Non-stick cooking spray
  • Salt
  • 1/2 pound elbow macaroni pasta
  • 2 tablespoons butter
  • 1 onion, chopped
  • 1 tomato, chopped
  • fresh spinach
  • 1/2 teaspoon red pepper flakes 
  • 2 cups milk
  • 2 teaspoons flour
  • Pepper
  • 1 cup shredded Italian cheeses
  • 1 cup shredded Colby-Jack cheese (reserve an additional 2-3 handfuls for the topping)
  • 1/2 cups bread crumbs 
  • 1/4 cup grated Parmesan
Spray a 13-by 9-inch glass baking dish with cooking spray and set aside. Cook the noodles in a large pot of boiling salted water until tender but still firm to bite, stirring frequently, about 7-10 minutes. Drain well, but do not rinse.

In the empty noodle pot, heat the butter over low heat. Add the onion. Cook until the onion is golden, about 7 minutes. Add the tomatoes, spinach, and red pepper flakes. Stir to combine and cook until heated through, about 5 minutes.

While veggies are cooking, whisk together the milk, flour, 1/2 teaspoon salt, and pepper in large bowl to blend.  Add in the cheeses.  Add the noodles and toss to coat.

Stir in the heated veggies, until all is well blended.

Preheat oven for 375 degrees.  Pour macaroni mixture into prepared cooking dish.  Sprinkle the bread crumbs and additional cheese over the noodle mixture.  Bake until the sauce bubbles and the cheese melts and begins to brown on top, about 25-30 minutes.

It’s awesome, I promise.  Also, you can almost convince yourself it’s healthy, considering all the veggies in it.  The next time I make it, I’ll probably put more in, seeing as I only had one roma tomato and about 1 cup spinach on hand.

Enjoy! 

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