Make Over Macaroni and Cheese

Last week, I was looking through Taste of Home’s Healthy Cooking Magazine when I saw a recipe for makeover macaroni and cheese that used no butter in it.  It was also very simple to make because you make a roux of milk and flour and then add Velveeta (or a similar off brand cheese) and cheddar cheese to make a cheese sauce.  You then add that cheese sauce to cooked pasta such as elbow macaroni.  The texture reminds me of Kraft’s Deluxe Macaroni and Cheese with the cheese packet instead of the powder cheese sauce.  When I served it, my hubby and the Wee One loved it.  Both of them went back for seconds.

I love having this in my arsenal of side dishes that are simple to make especially when I’m in a time crunch.

Stars of the recipe:

  •  1/2 package elbow macaroni or shells
  • 1 tablespoons all-purpose flour
  • 1 cups fat-free milk
  • 1/2 package (16 ounces) VELVEETA Pasteurized Prepared Cheese Product cubed or similar store brand
  • 1/2 cup (2 ounces) shredded sharp cheddar cheese, divided


  1. Cook macaroni according to package directions.
  2. Meanwhile, in a large saucepan, combine flour and milk until smooth.
  3. Bring to a boil; cook and stir for 2 minutes or until thickened.
  4. Stir in process cheese and 1/4 cup cheddar cheese until smooth.
  5. Drain macaroni; stir into cheese sauce.
  6. Remove from the heat; sprinkle with remaining cheese.
  7. Cover and let stand for 5 minutes or until cheese is melted. 

This recipe makes 4 servings.

This post has been linked to Mommy’s Kitchen for Potluck Monday and at Colleen’s Kitchen Recipe Swap.

7 thoughts on “Make Over Macaroni and Cheese”

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