• Nicole Short

Healthy Mac and Cheese

Who would have thought?

Mac and cheese that is healthy. Noodles with sauce that will secretly give you vegetables. Creamy sauce without boatloads of butter and flour. Favorite comfort food that packs a little nutrition.


2 cups uncooked elbow macaroni – whole wheat, low glycemic, gluten free… any will work!

1 tablespoon butter

1 small yellow onion

1 small butternut squash

1 cup spinach

5 cups chicken or vegetable broth

3/4 cup milk

1 teaspoon salt

2/3 cup shredded cheese – I like Gruyère, Cheddar and Parmesan but any kind will work

1/2 cup bread crumbs (I used Panko, but you can use crackers, regular or just leave it out!)

parsley for topping

salt and pepper to taste


Cook the macaroni according to package directions. Drain and set aside. Heat the butter in a large skillet over medium low heat. Cut the onion into thin rings and add to the butter in the pan, sauteing over low heat until fragrant and golden, about 20 minutes.

Meanwhile, remove the skin and the seeds from the squash. Cut the flesh into small cubes. Bring the broth to a boil and add the squash. Cook for 5-7 minutes or until fork tender. Drain, reserving 1/2 cup broth, and transfer squash and spinach to the blender. Add the onions, milk, salt, and reserved broth and puree until completely smooth and creamy. This should yield about 4 cups sauce.

Pour the pureed sauce over the cooked noodles and add the shredded cheese. Stir to melt the cheese; add water or milk to adjust consistency as needed. Serve with parsley, salt, and pepper to taste.

NOTES When caramelizing the onions, keep the heat low to prevent burning. The deeper the golden color, the more flavorful they will be.

I added truffle oil to be a bit fancy too!


This recipe is really meant to just be a base recipe — it’s the perfect blank canvas for adding in anything else that sounds good!  For example, you could…

Add a protein: Cooked chicken, ground beef, steak, sausage or bacon would all be delicious mixed into this butternut mac and cheese recipe too.

Add extra veggies: Cooked broccoli, cauliflower, peas, asparagus, mushrooms, onions, or bell peppers would all be delicious added in.

Add extra herbs: Fresh rosemary, sage, basil, thyme or bay leaves would also be delicious simmered with this cheese sauce.

Add extra seasonings: A touch of Dijon mustard, old bay seasoning, or nutmeg are also additional seasoning options.

Add nuts or seeds: Toasted walnuts, pecans, pistachios, almonds, pepitas or pine nuts would be delicious sprinkled on top.

Use a different kind of cheese: Feel free to experiment with different cheeses in this recipe.  A good gruyere or smoked gouda would be delicious with the butternut squash.  Or I always also love adding some Parmesan to my mac and cheese if I happen to have some on hand.

Make it gluten-free: The sauce is naturally gluten-free, so just be sure that you use certified GF pasta and bread crumbs.

Let me know what you think!

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