“I can't stand stringy cheddary mac and cheese. It's got to be creamy - where the sauce sticks to the noodles and every bite is filled with gooey goodness. But I want to make this as healthy as possible. I got this basic recipe from #108068 on Recipezaar but I decided to throw my own flair in there. I made it for my family and I got rave reviews - they had no clue it wasn't "full-octane" with butter, whole milk, and full-fat cheese! This will be one they beg me to make at holidays! You can add ingredients to make it a main dish or just do a basic recipe for a side dish.”

Ingredients Nutrition


  1. Preheat oven to 350.
  2. Cook pasta of your choice to al dente and set aside - leave it in the hot water though - you don't want it to dry out.
  3. Melt 1/2 cup of butter spread in a large saucepan.
  4. Add flour and whisk together (you need to use a whisk the entire time or the milk could curdle).
  5. Whisk in milk somewhat slowly and cook over medium heat until mixture starts to bubble and thicken.
  6. Stir constantly.
  7. (If you want to make this a main dish, at this point you should also be browning the beef with spices in a separate skillet).
  8. To the sauce mixture, add chunks of Velveeta a few at a time allowing them to melt before adding more.
  9. Add salt and pepper to taste.
  10. Drain pasta and pour into a 9x13 baking dish.(Or use a round Corningware dish which will prevent dried out corners).
  11. Pour sauce over macaroni and mix well (add beef if you choose to do so).
  12. Bake for 20 minutes.
  13. Add slices of cheese on top.
  14. Smash up crackers in a Ziploc bag. Melt 1/2 cup of the butter spread and mix with the cracker pieces - sprinkle over top of the casserole.
  15. Bake for another 5 minutes or until cheese is melted and crackers look a little golden brown.
  16. Allow to cool for 5 minutes, then serve.

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